Spider-Man Unlimited Season 2
by marc1986
Summary: This is my take on what happened next in the often overlooked Spider-Man Series: Spider-Man Unlimited.
1. Chapter 1

Marvel Characters are owned by Marvel

Chapter 1:

More rebels

'My life has never been normal. Dealing with shape-shifting terrorists, life-force absorbing pterodactyl, and a thunder flinging thug I can handle, but this is a new one on me.' Spider thought while adding to his thought, 'I board a shuttle to rescue the son of the man who makes a habit of bad-mouthing me. Meets four animal knights: two that like me…I think, one that REALLY likes me, and one that lives to slice me up seven ways to Sunday along with a resistance led by John Boy. I met alternate versions of some of my thugs from my earth. Go on a few adventures along with being tongued by rat-lady twice, and now this: being in a collapsing building while it's raining symbiotes.' The last part brought him back out.

"Stop daydreaming web-slinger and MOVE!" John Jameson shouted while heading to the entrance with a fellow earthling on his back. The earthling went by the name: Eddie Brock better known as Venom, but he was drained of life energy, or close to it due to his separation of the ooze.

"Yeah, mate, time to leave: right fast." The Scottish man: Daniel Bromley, a man that knew how life was like before the High Evolutionary, said while carrying another human from Spider-Man's earth: Cletus Cassidy or Carnage who was also weak. The seven men headed for the nearest exit ready to rescue another rebel - Karen O`Malley from Wondergore Castle. The web-slinger on the other hand kept on looking over his shoulders for a sign of the knights on their heels, but all he saw was their 'friend' Lord Tyger walk over to the others with a sword, which was on his back for the longest time, now in his hand.

"You guys go on ahead, I've got something to do." Spider said as the team neared the way out. In that moment most of them knew what he had planned which most of them did not approve.

"You can't be serious!" The bomb expert said in alarm while grinding to a halt. "You aren't actually going to go help the man that had tried to kill us all." The blonde man knew that that was precisely what he was going to do; ever since the meeting in their first base Bromley DID NOT like how kind he was to the enemy.

"Sorry, gotta. John-Boy, keep an eye on these guys." Spider said to the man that he was tried to rescue when he first arrived. The brown haired man nodded and motioned for the others to follow him. When they were all heading for the door he swung in the opposite direction.

'Your one gutsy bloke, Spider-Man." The Scotsman thought when they were all outside. The team was grateful to find a hover vehicle, and after putting the former symbiotes in the back the took flight; while trying to dodge the yellow pieces. One the drive Bromley kept on thinking of his first true meeting with Spider-Man:

"He's right mate. The things they've done to us humans!" The angry rebel said to the masked man.

"That's not the issue." He said and continues while pointing at the creatures behind bars, "If you cold-bloodedly kill them you're no better then you claim they are." The words did not work on the angry American.

"They know our location. If we let them go this base will be compromised." John said with his blaster pointed at the humanoids.

"It's already compromised John. Lady Vermin escaped, remember? Carnage and Venom got away, too. Unless you think they can keep a secret: it's time to clear out of here anyway." Spider said, knowing that Jameson would believe that.

"Okay, Spider-Man, you win. We'll just hold them here until we can move our gear." He said to the New York hero after lowering his gun.

"Are you blooming crazy?" Bromley shouted after getting in the alien's face, and added, "We can't let them just go!"

"We can and we will. Spider-Man's right. I won't shed blood needlessly, even if it is beastial blood." Jameson answered back in a calm fashion. The elder rebel did not like that from their leader so he decided to take action.

"Then I'll do it!" He shouted and got up right at the cage with his gun.

"No!" Jameson ordered in a commanding tone, but even without that word he got a cold vibe from their other visitor. "It's time we moved on anyway." He added, and that was the end of the memory. Bromley thought of his alley was a bit off for saving them, but he guessed that humans could also be that bad like when he and Spider-Man went to save his brother: Durwood Bromley. Problem was that it was a trap, but with a little tag-team they were able to handle it.

"Uh…quick question, John." The green skinned man: goblin, said with a strained start. The goblin, native to flying decided against it on account of the strange weather. "Why is he going back to save someone that hates us; especially him?" He added while thumbing to the lab complex.

"It's always been Spider's style, he can't stand anyone in danger - even the enemy." Jameson said and recalled that he spared Shocker from a terrible fall at a church while his father was trying to drive to safety away from that place. Back at the complex Spider-Man was nimbly dodging the chunks of falling ceiling while trying to get to the room that was used to scramble his, and every other humans, brains to kingdom come.

'After this is over I HAVE to let the Prof give my head an examination because I have to be nuts.' He thought while heading into the room. As soon as he came into the room his presence was noticed by the tiger who was still chopping stone slabs.

"Spider-Man, I thought that you and your comrades were heading to Wondergore Castle to save your female friend." He questioned and the cut a building slab in half. Despite the seriousness of their problem he decided to answer with some humor.

"Come on Tony, you didn't think you can get rid of me that easily. Besides the others can handle that without me." The feline nodded to that and pointed to the down body and the two beastials that were still beside it. The arachnid headed over in that direction ready to do whatever he can to help, but when he was near he saw that the bear had already spotted him.

"What are you doing here, Spider-Man? Do you wish to finish what you had started with the leader?" The blonde haired grizzly said with an angered expression on her muzzle. For once he had hoped that his fan-girl would bail him out, but he saw her sporting an almost to tears expression.

'My beloved would never do that.' She thought while trying to be with her love's side, but he DID damage the creator: the man that gave her and all other beastials life. Peter knew that he was alone on this, but right when he was about to say something his spider sense went off; he looked up and saw a chunk of ceiling coming down.

"I'll answer ya, but shouldn't you dodge…" He was cut short since the bear rose her fist onto the rock that was coming for her head, and with just that one fist it shattered. 'Okay, maybe it was a good idea that I didn't fight her for X-51's sake.' He thought and then decided to get down to business. "No, I did not come here to finish that dictator. I came back to get your fuzzy tails and his sorry butt out of here." He told her while pointing to the still unconscious man.

"We don't need you're help, parasite, and the master certainly wouldn't want a lower life form touching him." Ram said, thinking that he was doing what is best for the planet and themselves. Tyger on the other hand, who heard it all, walked over to the ruler, picked him up, and tossed him at Spider-Man.

"You may have your opinion, Ram, but I am the field leader of the knights." The feline said in an angered tone. Out of his fellow fighters he had NEVER trusted the horned one at all. "Ready to go, Spider-Man?" He questioned, despite the web-head being his enemy Lord Tyger held no ill will to the warrior.

"Ready whenever you are, stripes, but let's move fast - this guys heavy." The off worlder said while trying to settle him just right on his shoulder so he didn't fall. "You guys lead, and I'll try to keep the house up with my webbing." He offered and got the nod from the leader.

"Let's go." He issued and they ran: Tyger, Ursula, Vermin, Ram, and Spider. True to his word he kept as much of the ceiling from falling, but that did not save the way out from being blocked. The closer and closer they got to the exit the more the hole closed which made the feline hate the order he was about to give. "Ram, the hole is closing I want you to help both the creator and Spider-Man."

"Very well, my lord." The goat-like man said, but had another view of what was said. When the three of them got out and Ram was next he waited by the hole, and said, "Give me the leader first and then I'll help you up." Seeing no other way around it he did so. First was the bearded man which the ram VERY gently placed down; Spider then clung onto the hole with his left hand and held out his right hand.

"Okay Mutton-Man, my turn." He said to get the doctor's attention. He did, and that was when his sixth sense went off.

"Very well." He answered him. The three other knights were grateful that they were safe all looked at the one that were supposed to help their friend, but instead he grounded his hoof onto his finger causing him to let go and to fall in. To make sure of it he placed a piece of the building in front of the hole and taking a device from his armor sealed it in place.

"Ram, unseal the hole now." He threatened with his hand on the sword's hilt.

"No, Lord Tyger. You told me to 'help' Spider-Man and the creator which I did. The insect doesn't matter only the survival of the High Evolutionary matters." He shouted back and he received a POWERFUL punch by the tiger right in the face.

"As my love has told you it's arachnid, and I am staying to dig him out." The white furred one said with determination. Even while rubbing his nose he was in complete shock that her: the beautiful Lady Vermin would choose an invader over the source of their life.

"I too, will stay behind. I still want to see which of the two of us are stronger." The bear said with a satisfying smile before moving away from the goat.

"But…but you will be branded as rebels. Is that want you want?" He questioned the two of them not understanding that they were throwing away the good life for a human. This time the leader decided to set the record straight as he was joining the ladies.

"I would rather fight along side an honorable man then unworthy 'king'." The ram could clearly hear the venom in the last word. At first Lord Tyger was all for anything that the leader said to him, but ever since the arachnid has shown up he had a different view over everything. The sight of his fellow knights going back to rescue Spider-Man was getting the goat angry especially when it came to seeing the white one help him.

"Very well, if that is your decision than you all are enemies of the High Evolutionary and be crushed as such." Ram shouted before signaling the chariots to come to him. He ripped out the main power source in three of the four, put the high and mighty one on his horse and then himself. As he flew into the city, trying to dodge the strange rain he could only think in anger, 'You will regret choosing that invader over me.' The others were grateful that the synoptic had not yet gotten to where they were…at least not as bad.

"Before we save Karen we got to drop off those two; they'll slow us down." Jameson said and barked the vessel right before the clinic. As they were getting the now two humans out of the vehicle John saw a mess of damage and thought, 'Looks like the web-slinger left his usual calling card.' The two barged in and with the sound of a break in caused the people that lived there: Dr. Naoko Yamada-Jones and Shane Yamada-Jones.

"What is going on out here?!" The female shouted to the rebels. She spotted John and Bromley so she was a little bit better and then she saw Brock and an unknown human which got her a little angrier. "I don't want those two in here, or any of you." She said when she was face to face with John. When it first came to saving Eddie she was all for it, but then when he became Venom again all shell broke loose. In the end it was Spider-Man that got the blame.

"Look, I don't care what problems you have over Brock and Cassidy, but the fact is that they need help, and you're the choice for the job." The astronaut said and then turned with the bomb maker and the bandaged warrior right behind him. When the three left the doorway and headed for their ride they heard the doctor asked them a question.

"Where is that sorry excuse of a 'hero' Spider-Man?" When they all got into their transport John answered her nice and simple like.

"He got buried in a building." That said the team flew away while leaving the doctor somewhat stunned over what was said.

"That isn't true, is it mom?" Shane questioned his mother. The young boy was right beside his mother when that sentence was said. She looked down and saw the fear in her boy's eyes since she knew that he praised the wall-crawler as much as the other humans did.

"No, it isn't Shane. He may be buried, but he will find a way out; he always does." She told him while giving him a hug. A few minutes into the hug she broke from it and said to him, "Now let's see what we can do for Brock and his friend." As she watched her son get the possible supplies she remembered what she said to him in anger.

"Spider-Man, do you know what you did?" She questioned while pointing to the debris with an angry face.

"Uh…Saved you?" He questioned: thinking that she was just joking.

"Saved us? You practically destroyed the clinic! You're no better than those sick-o symbiotes!?" She shouted before going back in: not caring what he did.

'I'm sorry.' She thought before aiding her boy.

"Anyone but me realize that we are in the open, but those things haven't tried to grab us." The other three saw what he meant.

"Wonder why that is?" Green Goblin, who thought it best that he stayed in the care, said to them before checking his pits. The others did not know what to think of that either since none of them had to deal with this sort of thing. That's when John had a thought of his friend.

'If these things are anything like Venom then they would want the bug to suffer By controlling over everyone and then go after him. Guess it's starting with the people that he had not been around all that much.' As they flew the off worlder decided to add one more person. "X-51, you ready to go." He questioned in a device that he got out of his front right pocket.

"Yes, Colonel Jameson, I am here, and I am ready." A robot that Spider-Man has rescued from being stripped and recycled answered on the other end of the link. The American was grateful that they had the intelligent android hang back at their base. He used his usual tactics of saying things straight out.

"Head over to the Wondergore Castle. Karen is there and we're going to need the backup of getting her back." He told him while trying to dodge as many as those things as possible.

"I will be there waiting for you." He answered back and was about to shut down the com link when he heard.

"By the way we may have lost Spider-Man in a collapsing building." Jameson said with a calm voice. That news struck the emotional robot a bit hard since the web-head was like a true friend for him, and now he was not so sure. He thought of their conversation over purpose:

"This unit - I have read all these books in an effort to understand what has happened to me, but there doesn't seem to be any clear explanation." He said while reading one of the various books around him with the human Shane beside him. As for last part he turned to Spider-Man thinking that he may have an answer.

"Well, you're the oldest functioning Machine Man on the force; maybe you've absorbed enough information to make the leap." The arachnid guessed to him while turning away from the window.

"Improbable. It seems that there should be more to it than that. I can think. I'm beginning to-to feel. There must be some cause, some purpose to what I have become." X said while coming to a stand and pressing his hands to his chest plate. He was still hoping that the human had some sort of idea.

"You mean the meaning of life." He said to the man with a soft chuckle, and added, "Well, Rusty, men have spent centuries trying to figure that one out." He said that while walking from the window and over to the intelligent gent.

"And what is the answer, Spider-Man?" He questioned, wondering if a man that has protected that was not his own so passionately would have the answer.

"Well, I guess every man-every person, has to figure that one out for themselves." Spider answered back in a truthful tone.

"Then I too will figure it ou-" He said, but was cut off which brought him to the present.

"Understood, heading out." He said with some slight hesitation and left their base. While flying he also remembered another one of his comments:

"I must obey." He said while under an alien influence and shot some guns out of Karen and a fellow rebel's hands.

"X-51, listen to me. You don't have to obey that device inside you. You're more than a machine." Spider-Man said to him, trying to appeal to the freewill in the creature. Ram didn't like that and activated the inner obedience device again.

"No! I will not." He said and pointed all six fingers on the humans, but added, "I am MORE THAN MACHINE!" He changed targets and blasted the remote, and freed Jameson and Bromley by shooting Ursula in the butt. As the robot flew off the three knights were still trying to excavate their friend and possible lover from the fallen building. As the bear and the tiger were trying to think of it in a calm fashion the rat of the three was desperately searching in one spot for a few minutes and then went and started to dig in another spot.

'I will find you my love, I know I can.' She thought while trying to think of where he may be. The others saw this and did not like this. They both knew that she was one of the best warriors that either of them knew, but when ever it came to Spider-Man: she forgot about her training and just drooled over him. 'I can't give up searching for you since your were bold as to visit me at the castle on the special day.' She thought while remembering that moment:

"Spider-Man?" She questioned after sniffing the air after the laundry man walked past. When she saw no tail or anything such as that she added, "It is you!" He stopped instantly turning his beautiful white eyes to her. "Cease him." She said to the guards beside her while pointing at the intruder.

"Uh…wait, I…uh, came to see you." He said while waving his hands waist high to stop them and then pointed at her.

"Me?" The rat questioned feeling intrigued that her love came to see her, and without a mission from that red-head. "What are you doing here? Return to your posts." The white furred one questioned and ordered to the other two.

"The truth is Lady Vermin, I can't seem to get you out of my mind." He confessed to her while taking off the uniform's hat and holding it in a bashful fashion. She saw him kick his cargo away, but that didn't matter to her.

"So, you'd thought that you'd sneak in here and surprise me." She guessed and added, "Is that it?" while moving her right hand away from her chin and down to her side.

"Beautiful AND smart." He said back to her in praise.

"And to think, I didn't know you cared." She said back to him while wrapping her arms around his neck and giving his face cheek some kisses. As she was doing that she couldn't help but think seeing him in that outfit made her think of them having civilian jobs knight and laundry man. She remembered waiting for him in her room, and that brought her back to present.

'I've never cared for what the High Evolutionary said about you. In truth, my loyalty to the creator means nothing to the loyalty I have with you, Lord Tyger, and Lady Ursula.' She thought not knowing of the look she was getting from the two in question.

'I've had enough.' The male knight thought before walking over to the mouse woman. He stood in front of her and grabbed her shoulders: to make sure that she was looking at him.

"I have to find him. I have to find him. I have to find him." Lady Vermin kept on saying while struggling out of the strong grasp of her field leader. She did not want to be stopped; she wanted to save the spider.

"You won't be able to save him with your emotions getting the better of you. When I let go I want you to find him by scent and then dig on that spot, okay." The feline said and then kept his end of his word and released her. For a few moments she did nothing but look at him with that same pitifully sad expression since she first started her rescue.

"I am sorry, Lord Tyger, for acting as such." She said to him and then used her nose just like when they were searching for Git. She took a few steps forward away from her leader; trying to sift through all of the scents. While she was doing that Spider-Man was trying not to get crushed by a couple of layers.

'Good thing I dodged going up.' He thought and then added, 'Of course it would have been better if I was able to get out.' The web-head then focused on his spider sense and used it as a radar. It was not like the Prof, Jean, or other psychics who could determine who was around, he only knew that their were three around him. 'Might as well say hello.' He thought and began punching up.

"He's close." Vermin said to the bear and the tiger. She was done sifting and found his scent; now all that was left was trying to find the most recent. As soon as her left foot landed a red and blue hand wrapped around her ankle. In an instant she knew who that was, and as soon as he let go she and the others dug him out.

"Are you alright, Spider-Man?" The bear questioned after lifting a chunk off of his chest. The invader sat up and shook his head for a while. Having a building drop on you often gave heroes a headache.

"Oh, man, that hurt." He said and then looked around, and at first the images were distorted, but soon came whole. The first thing that he saw were the fearful yet relieved brown eyes of Lady Vermin. 'Great, the biggest Spider fan-girl.' He thought grimly, but he was a little wrong over that.

"I'm so happy that your alive." She said before hugging him. "I was so terrified. So very, very terrified." She said while in the hug with a fear stricken tone. That really did surprise him, but he was snapped out of it when he saw the sky.

"I guess I can handle Venom and Carnage's little science project after I help fly boy get the girl." He said after released from the hug and back on his feet. He got out of the whole, but stumbled a bit since almost getting flattened took a lot out of him luckily he was caught by the three former knights.

"My love, how will you get there?" The rat questioned to him while gently letting go. "According to the data: for you to web swing you need something like a building close to you to do that." She added, and saw that he knew where she was getting at.

"Still. I CAN'T let them go to the castle without me." He said back to her with emphasis on the word: can't. The lord knew that the spider took friend protection pretty high. The tiger took a look around and found what he was looking for after a few minutes.

"Over there, that transport." He issued while pointing. Peter followed the finger, but did not like what he saw: it was the same green truck that was used to transport Phil for testing at: Beastial Beauty. He sheathed his anger and ran over to it, but not without saying something to the others.

"Thanks for digging me out, but you guys better seek shelter looks like it's getting worse." He looked up and the yellow creatures were indeed speeding up. He then ran over to the vehicle in question, but he was surprised that he saw the same three running neck and neck with him.

"HA! You can't get rid of us that easily Spider-Man." The blonde brawler said and added, "We know that castle inside and out, you WILL need us." He had a feeling that they were not going to leave him alone so he hung his head in defeat and the four of them made it. Since most transports can handle up to three in front Spider thought it best that the knights drove and he was in the rear; less conspicuous that way.

'I'm coming to help you out, John. Like I said I would help you out with this High Evolutionary thing.' He thought and then added grimly, 'Just hope you like the help I'm bringing.' With that Lord Tyger took flight.


	2. Chapter 2

Marvel Characters are owned by Marvel

Chapter 2:

Secrets revealed and concerns met

John and his team was able to make it to the castle, but was surprised that there was nothing guarding the outside. Jameson docked just the same and left their transport with the other three lagging behind. "Are you sure we shouldn't make a plan, John?" Goblin questioned as they walked.

"The plan is that we rescue Karin first. The spewing tower second, and finally the High Evolutionary." He explained rather bluntly since his mind was on rescuing Karin. 'Besides I have a debt to pay for what he did to me.' He thought as he recalled the Arctic wolf defect in his bloodstream.

"So, where do you suppose she is mate." Bromley questioned since they really didn't know of the interior personally just Spider-Man did. He became depressed at the thought of him going back for the beastials.

"The web-slinger told me what room she was in the last time. We just have a few turns to make." He answered back, but when they turned left there was fifteen machine men in front of them.

"In the name of the all powerful High Evolutionary and Sir Ram you are under arrest." The mechanical man in the front said to them. The question 'why he only used one knights name' came up, but they worried about that minor question later. The team started firing. They were using blasters, Goblin bombs, and Git's sling shot maneuver and they were down to the last three until the wolf in humans clothing got blasted in the back.

"Great more of them." He muttered while glancing over his shoulder at the new fifteen. The one that was closest to the out of Towner tried to fire, but with reflexes on par or better than Spider-Man John took the robots head, ripped it off and threw it at one of the new bots.

"Good on ya Colonel." Bromley said before trying to blast one of the new robots. The bad thing was that these machine men fired at their hands forcing the members of the resistance to release their weapons.

"In the name of the all powerful High Evolutionary and Sir Ram you are under arrest, however due to past offenses to both parties you have been subjected to immediate disintegration." One of the machines said before taking aim at the leader. Just as they saw the purple glow on their finger tips a new shot was fired from the hall that they were just in.

"Colonel Jameson, are you alright?" X-51 questioned as he hovered down the hall after blasting six more. The remaining evil machines turned their sights on their brother in arms with their weapons raiser, but that was a bad idea.

"Now!" Jameson shouted and he with the others fired on them and took out the rest. "To answer your question X-51 I'm alright, but we still need to find Karen. So, let's mover before more machine men arrive." He told them and then headed on out. Spider-Man who was with a new crew was still enroot of getting there. Naturally the wall-crawler knew how to pass the time:

"Hey, Lord Tyger, are we there yet?" He questioned to the man to his left.

"No, Spider-Man, not yet." He answered back calmly.

"Tyger, are we there yet now." The spider asked again.

"No." He answered back with slight anger in his voice.

Hey, Tyger, how about no-" Spider-Man tried for a third time, but was interrupted with Lady Ursula's, who was sitting to his right, claw at his throat. She glared at him for a while before speaking nice and clearly.

"This is not the best time for your mouth, Spider-Man." She instructed to him, and to strengthen her point she tightened the grip around his throat. He began to choke for a while, but was able to answer her.

"Okay, I get it." She released his neck, and he spent the rest of the trip rubbing his neck. While on the ride there he noticed that Lady Vermin did not say much, or anything not even when he was being strangled, just starred outside the window. They docked in front of the passage Spider-Man used to help out Bromley, but the door was shut.

"Looks like we go on foot from here." The feline told them and got out of the vehicle, and the others followed after him. The arachnid war grateful that there was a big enough dock for them to hid from the storm, but they still had the door.

"Better let me do it. It takes muscle." He said in his comedic talent and tried moving it. The good news was that he was able to pry it open, but the bad news was that it was a little too heavy.

"Your right. This job does need muscle." The bear said and helped him out, and with her help they were able to make hole big enough for everyone to crawl through. After crawling on all fours for their entrance than standing back up the team then started walking. After a while the web-slinger saw a doorway that set his spider sense off the first time.

"Hey, guys, what's behind this door?" He asked the rest since he didn't have the time to visit the rooms the first time, and these guys probably know of what was in the other rooms.

"That would be Sir Ram's laboratory, but we do not have time Spider-Man. We must save your friend." The stripped one said, and the arachnid knew that he was right, but he also had a feeling that the horned one had something that might help them.

"It'll only take a minute, and besides you guys can occupy yourselves with the machine men that are coming at us." He told them before barging into the lab. In truth he sensed that they were being tailed, but he did not want to alarm them. As he went into the lab Lady Ursula saw what he meant and smiled.

"Now I can show off how much I really like these machine." Mama bear said as the machines came at them. As the knights took on the machines on their end Jameson has run into a different problem.

"The web-slinger didn't say anything about this." John said as the four of them ran into an electrical problem. There were electrical ports to either side of the hall: some stayed where they were, some moved vertically, some moved horizontally, on the ground, and went on and off. "Why does this remind me of almost every video game I've ever played." He said after seeing the set up.

"How do we get past this one mate?" The bomb man questioned since he has not seen the likes of this before.

"If I may." Their good machine started to say, but was interrupted by their leader.

"It's simple guys just follow my lead." He told them and then set off. He jumped at the right moment and out ran the one on the ground, but unknown to him was the fact that some of the electricity hit the bio-electrical implant which was damaged from the laser earlier. The humans and the bandages were able to angle around them just fine.

"Looks like this is where we part ways toaster oven." Goblin said to the metal man at the beginning of the course. X ignored him and walked over to the hidden panel that he detected earlier.

"As I was about to say I detected a panel that controlled the electrical defense system." He said before hovering to the others. Three of them hit their palms over their forehead for it, but Jameson on the other hand was on the move.

"You coming?" He questioned while walking off feeling a familiar feeling. 'Guess the implant got damaged. Hope I can stay calm long enough.' He thought, but the thoughts over what the High Evolutionary had Karen hooked up to was making that impossible. Spider-Man on the other hand was still looking through the rams stuff.

"Come on, you have to have something useful here, mutton man." He muttered and dove into a pile of stuff which he hopped had something useful. "Let's see: my face attached to a dartboard - no. An autographed picture of the High Evolutionary - no. A 'how to be a world dictator book - no. A booklet of ideas to get Lady Vermin - n-." He stopped and looked at the book again. 'Is this why he hates me because Vermin likes me better then him, and normally she was not my top ten, but knowing this makes me feel better.' He thought and went back to digging. "A portable sonic device - that'll do." He said and jogged out of the lab.

"What kept you, Spider-Man?" Tyger questioned after slicing one machine man in half. He looked around at all of the bot shells, most of them done in by bear claws or sword slashes.

"Guys a klepto, took me a while to find the right thing." He informed them and then added, "But on a lighter note who knew that you could throw one heck of a party." This actually brought a smile to the tiger and the bear's face. "Well, now we better help John-Boy before this building falls on me too." He said which caused him to see the white faced one involuntarily shake.

'My love under another building. I could barely handle it the first time.' Lady Vermin thought. The web-slinger could see a familiar look in the mouse creatures eyes. A look that he knew all to well, it was the same look that he got from Mary Jane when he told her of his day, and how he almost got iced. He walked over to her and decided to ask her about it since he hated seeing any decent person in trouble.

"Lady Vermin what's…" He started but stopped when a familiar howl echoed through the halls. "Oh-no! Come on, we better handle another one of Mister High's experiments first." He said and ran off with some wall crawling thrown in with the others following, and Vermin in the rear. Deep in Sir Ram's underground Lab Sir Ram was there with his creator.

"I swear to you Spider-Man that I will kill you for harming the creator, and turning the others against me, but most of all I will kill you for what is rightfully mine." The ram said and then put the High Evolutionary in a re-stabilizing tube. As soon as the bearded man was secured he heard a beeping on one of his monitors. He saw what was the cause: it was an alarm from his lab at the castle, and it showed who it was. "Looks like I get to kill you sooner than I thought." He said and headed off to the castle himself.


	3. Chapter 3

Marvel Characters are owned by Marvel Comics

Gargoyles is owned by Disney

Batman moment is from DC Comics

Chapter 3:

Releasing a rebel or spring a psycho

Spider-Man and the knights ran down the hallways trying to find out where the howl came from. 'I knew I should have put a tracer on Jameson when I had the chance.' Parker thought as he climbed on the wall heading left. After going down on of the corridors Lady Vermin simply stopped running and stayed there, and when the others got to the end of the passage they noticed that they were short one.

"Wait. Where is Lady Vermin?" Lord Tyger questioned to the others. The bear and the spider tried looking down the halls that they have not been through yet, thinking that she outran them and was already following the noise, but when they did not see her they all looked down the corridor that they came from, and there she was by herself: starring at a wall.

'That's where I played decoy for ol` Bromley.' Spider-Man thought as he saw where she stood. 'So, how she feels does have to deal with the building collapsing on me.' He added and then walked over to her, and as soon as he placed his hand on her shoulder he felt her shiver. "It's time to go, Lady Vermin." He said to her while thumbing to the other two animals.

"Oh…of course, Spider-Man." She answered him and headed over to her fellow knights with sort of a trance look in her eyes.

'That's weird she usually would call me: flatterer or my love, but never Spider-Man. Now I know it's about me.' He thought before following after the three. It did not take the four to get to the source of the howl since as soon as they rounded another corner they saw it: a arctic wolf in John's clothes.

"Spider-Man, my friend, how about helping us out." Goblin said as he armed a bomb, but it was knocked out of his hand before he could activate it. "Why did you do that?" He demanded to their friend, but got his answer when the hero in question and his backup appeared in between the rebels and their transformed leader.

"Look the knights and I can take on Fido, you guys go find Karen." The web-slinger instructed to them, and despite having lenses over his eyes the others could feel a death glare coming out of them. The bandaged warrior nodded, grabbed his bomb friend and goblin before running off with X-51 right behind them.

"How should we go about this, Spider-Man?" The striped warrior asked the fellow rebel while drawing his sword, he may have his blaster, but he always preferred his sword. Mama bear pulled out her blaster, and the white faced one did the same. Parker knew out of experience what it was like to be human trying to fend off a beast's mind thanks to his time as Man-Spider, so he put his hands on the rat and tigers weapons.

"Not like that, but hand to hand, and using our wits." He said to them seriously, and then looked at the fellow meta-human which caused him to shoot off his mouth again. "Hey, wolfie, how about we throw the ol` Frisbee around?" The arachnid questioned while walking up to him, but his answer was a claw strike thankfully his spider sense saved him from loosing an eye. "Or maybe you'd prefer some obedience training." He said and dodged and downward thrust of his claws.

"Yes. And I am the teacher." Lady Ursula said to the canine and tried a straight punch with her right claw, but he stepped back from it, grabbed her long blonde hair, and threw the grizzly at the big cat: knocking both of them down.

"That could've gone better." Peter said, and was amazed that a lone wolf had the power to throw someone like Lady Ursula. He looked at the two down warriors, and then back at John, who was now charging at them, so he tried a left shoulder thrust, but he grabbed the web-heads chest, and threw the spider behind him. 'Okay that might've worked out better than I hoped.' Peter thought as he got back on his feet.

"My turn." Tyger said after getting off of the bear. Normally he would let all knights at a go before himself, but Lady Vermin has not been the same ever since seeing the hero buried by their 'fellow' knight. He charged at the dog creature, and with his reflexes and strength he was able to stay on par until Jameson swept the feet. With the head knight on his butt, and sworn not to use gun or sword, he was defenseless.

"NO!" The arachnid shouted from behind and fired loads of impact webbing balls at the back of the wolf which bundled his friend up. 'The last time I did this ol` Jameson turned back pretty quick, but I don't think It'll work this time.' He thought as he, and the others watched him struggle.

"How long will that keep him, my love?" The rat woman said as she saw the fellow white furred creature struggle. A very tiny part of her mind, a part that had yet to be filled with worry for him, wondered how he would feel using impact webbing on her.

'Never thought I'd be grateful to her hear say, 'my love'. She actually had me worried for a while.' He thought since he could never stomach a girl, any girl, being worried or scared such as his wife or Felicia Hardy when he first wore the suit. "I designed my webbing to hold for an hour or so, but against a wolf's claws I'd have to say." He started to say to them, but was interrupted by a snarl and breaking webbing.

"Not long." Tyger said as he watched Jameson get free from the webbing. "We have to fall back. There's not much we can do in this passage." He instructed to the others, and that's what they did. Went on defense while retreating, but as they were doing that the others have just arrived at Karen's room where Karen O`Malley was just lying on the bed.

'I can't be true. It just can't.' The red haired rebel thought as she laid on the bed thinking of the information she got from the High Evolutionary's main computer: of him doing something to her when she was barely an infant. After doing that she returned to the room noticing, but not caring for, the yellow chunks falling from the sky, and went to bed.

"What are you doin` darlin`? We should be leaving." She shook her head when she heard the voice of the resistance's Scotsman. She sat up from her bed and saw that: Bromley, Git, X-51, and a man that she had only seen on the web standing in the doorway. "We better get going, I don't know how long Spider-Man, and the knights, can hold off whatever happened to John." He said to her while barley whispering the knights part, and the mere mention of the other Earthly creature brought her to her feet.

"What do you mean, Bromley? What has happened to John?" She asked the bomb totting blonde even though she had a feeling that she knew what it was.

"We don't know, love. After we get past an electro defense he fell to the back, and the next thing we know he turns into a wolf and goes bonkers on us." He explains to her, and that was precisely what she was fearing.

'Not this again. Spider-Man and I barely survived the last time Jameson lost it.' She thought, and since they knew of that secret then the core members of the resistance needed to know of what she discovered. "Guys, I have something to tell you…" She began, but was interrupted by a defining roar. The five looked down and saw the top of the web-slinger's head coming at them, but luckily he skidded to a stop on his back.

"Oh, hey Karen." He said in a daze before standing up. That was when they saw the wolf except he was dragging the other three by: Lady Vermin's tail, Lord Tyger's leg, and Lady Ursula's hair: all of them pretty much out cold. He let go of them, and turned his sights to Spider-Man.

"Why is Jameson looking at the web-head like that?" Goblin questioned as they all saw the wolf just stand there. That was when he recalled a discussion with another transformed canine: Fox Xanatos.

'According to Fox: when she was in her creature formed her subconscious got the better of her making Elisa appear as her human self, and if that's true and since I'm pretty close to Karen right now then fangs probably pictures me as him.' He thought and saw him charging. 'Called that.' He added and regretfully aimed his projectiles at the man that he said he would send back to their Earth with him.

'Here goes everything.' O`Malley thought before rushing over in front of the hero. The males behind her thought that they saw her eyes turn a slight purple shade. "Stop." She said aloud, and after some resisting the Colonel stopped right in front of her.

'Looks like a Hulk and Betty moment, but I bet there's something more to it.' Parker thought as he watched the scene before him. Karen then tapped the forehead of the beast with her right index finger.

"Awaken John Jameson, and speak to us." She said with her finger still on his forehead. After saying that she disconnected her finger from his head, and her eyes turned back to her normal light green. She and the others watched as the wolf closed his eyes and gave his head a shake before opening them, but when he did they were all surprised to see his human blue eyes in place of beast red.

"Uh, guys, I'm…" He started to say until he looked down at his hands, and saw that they were still clawed. "I'm still in my wolf form, and…I can control it." He said in pure awe, and then looked to his partner to ask. "Karen, how did y-" He was cut off when he heard some groaning from behind him.

"That was most embarrassing." Lady Ursula said as she got to her feet. The other two got up as well, and then turned to the fellow rebels ready to fend off the wolf, but they saw that he had mellowed.

"Sorry about the rough house, guys. I just couldn't help myself." John said to them. Normally he wouldn't be this polite to beastials, but he was for two reasons: 1) He was one himself, or at least half. 2) It was not them who turned him into the beast, but the ram and the High Evolutionary.

"It is alright, Colonel." Lord Tyger said back to him while dusting off his armor. Surprisingly his, Lady Vermin, and Lady Ursula's armor had been damaged during their fight with him, but he could care less. "Come, we should leave this place, and stop the synoptic before it's too late." The tiger added to them.

"Can't leave just yet." Spider said to them which caught them all off guard. "You see before you tossed me for the umpteenth time John-John I tossed the sonic device to the ceiling and webbed it." He explained before jumping up and tearing it off the ceiling.

"Hold on there web-slinger. You called me wolfie at one time, but isn't there a hero by that nickname back home." The wolf questioned as his friend dropped from the ceiling to the floor.

"No I call him wolvie = W-O-L-V-I-E, and I call you wolfie = W-O-L-F-I-E. See, different." He said as he walked over to the others.

"One letter big difference." John said with plenty of sarcasm to his off world ally.

"Yep, one problem in a word usually throws the whole thing off. Just like how your old man kept forgetting the hyphen between Spider and Man." He said back to him.

"Isn't this a sweet moment." A voice said with sarcasm from behind the ten. When they turned around they saw that it was Sir Ram pointing his blaster at them. "This is a sweet moment for me as well: able to destroy six rebels, two former knights, and an annoying insect." He said to them while waving his gun at the lot of them.

"Sir Ram, stand down. We have a mission to complete." Lord Tyger said to his fellow knight in an authoritative tone. The horned man raised an eyebrow over what he was referring to, so the big cat clarified, "We, our allies, and Spider-Man are going to stop the siege of the synoptic." Again his words seem to fall on def ears.

"Allying yourself with...humans. Just how far have you sunk, Tyger." The herbavore commented, and made sure to emphesise his point by not using the 'Lord' part of his title. Spider-Man slowly rose to his feet, and could tell by the look on Ram's face that words weren't going to sway him, but fists will.

"We don't have time for this. I'll handle him while you guys deal with the tower." The wall-crawler instructed to them before handing the device over to Jameson who understood - the mission comes first.

"You heard the man - let's go, let's go." He said and grabbed Karen's wrist with his free claw and ran off with the others right behind. The stripped knight gave a slow nod, and issued his fellow knights to follow them.

"Let's go, Ram Man." Spider-Man said to him, but before he could react in time the arachnid was sent down the hall the otherway by a judo throw via his opponents horns.

"You have been a thorn in my side long enough Spider-Man." The berserk beastial announced as he decided to focus on the menace first, and then deal with the traitors and the rebels. He raced down the hall again, and slammed into his quary along with going through the door that was behind him - Ram's own lab. "This will do nicely. Once I defeated you I will do to you what I have done to Jameson." The ram boasted to the spider, and gained himself a few more hits in on him, but it was about then that the atmosphere turned slightly.

'So, he turned Jameson into a monster, huh.' Peter thought and decided to teach this guy why doing that sort of stuff to his friends was a bad idea. Spider-Man charged in, and with his first punch made the ram's nose bleed. He then blocked a punch, and then countered with a right hook, backhand, and a foot to the face. 'Let's see. He's humanoid, so hopefully his body has some of the same ours does.' Peter thought before getting back to it as he dodged a punch for his horned opponent, and then made a few strikes to the fallen knight's left shoulder.

"My research claimed that you had the proportianal strength of a spider, but I didn't even feel those love taps." The beastial with something to prove said to him in a way to get under his skin. The caped hero remain unfazed by that crack.

"You claim to be intelligent, so you should have realized that I struck a nerve cluster in your deltoid. It may not have hurt, but you won't be moving that arm for a while." The arachnid retorted which got the goat even more angry for letting something like that happen. Despite his frame design and being down an arm Sir Ram gave him several blows which sent the out of towner on the ground.

"This battle is done, Spider-Man. You have lost." The ram boasted as he grabs Spider-Man and boasts right in his face which only earned him a swift headbutt by the masked man.

'I don't have time for this.' Spider thought before speaking aloud, "You don't get it, Sheep Dip. This isn't your lab." He gave a few nearly full strength blows before forcing him to the ground with a suplex. "This is an operating table." He informed before putting him into an armbar, and added, "and I'm the surgeon." He put a bit of pressure on the limb before hearing the male sheep scream in pain.

"You will pay for this Spider-Man." The ram shouted through gritted teeth. Before getting punched in the face a few times, and then his right leg lost the ability to function. The spider wailed on him a bit longer, but stopped before his own berserker side came out. With nothing else to do with him he dragged the mad scientist to the nearest closet, shoved him in it, and then marked it so he knew where he was to bring him in after this synoptic mess was dealt with.

"Time to get out of here, and get to Naoko and Shane, even IF they hate me." He said and ran the whole way around to where he entered with the three and himself came in. He crawled through the hole that Ursula and himself made, totally oblivious to the human shaped hole that X-51 made right beside it, until he stood up.

"Come on, web-slinger, let's go." Jameson said to him after honking the horn. He saw that Lord Tyger, Jameson, and Karin were in the front.

"Why are you?" He asked them since this was interesting.

"You said for us to go, but you did not say that we were going to leave without you." The wolf answered back to him.

"Jameson…thanks." Parker said back. Normally, he would have used one of his lines, but he used up most of his energy on Ram, so he climbed the roof, opened the back doors, and went in with the others. Bromley then gave the wall closest to the drivers seat a traditional tap which meant go on ahead.

'Let's hope, Naoko is all right." Jameson said and they flew off to the small little clinic.


	4. Chapter 4

Marvel characters are owned by Marvel

Chapter 4:

Theory of vengeance

The team of the rebels, the former Knights of Wondergore, and Spider-Man were heading to a clinic, a clinic where the rebels dropped off who they believed was the cause of this current problem. "Something's not right." Jameson said while looking around and noticed something very wrong.

"What do you mean, Colonel? This is the direction you told me to fly." Lord Tyger said as he drove their vehicle to the appropriate location. The wolf heard him, and knew, like most men, hated to be told that they were driving wrong or in the wrong direction, so he clarified.

"It's not that." Jameson said to him and added, "It's just that these things have been airborn for a while now." This caused Karin and Tyger to look at him a bit oddly.

"I am still waiting for your point, John." The stripped one said since he still was not getting what he meant.

"These parasites have been in the air for a while, and I'm just wondering why we haven't been hit yet." He told them of his wonder. He saw that Karin was pointing to the device in her hand, but he was ready for that one. "As you can see Karin. That thing isn't on." He informed her and after she looked at it she realized that her leader was right.

"How come they aren't getting us?" The relation of the Evolutionary questioned since it didn't make since to her. In the back Peter heard them and already had a pretty good guess on why the synoptic were using that method.

"I fear that if we do find out the reason, we will not like it." The swords-tiger informed them since there was a small part of him that feared that Spider-Man may be a part of this problem. The three up front saw the quaint little brick building, and decided to warn the rest of the team.

"Get ready team. We're going to have to get inside the second the doors open." Jameson ordered and as soon as the four doors, the two in front and the double doors in the back, they all ran to the building.

'Really hope Naoko isn't charging me for the damages.' Parker thought in an attempt to calm himself down of his problem. The instant the nine were near the doorway a voice called out to them, or to be more precise the hero of Counter Earth.

"Oh, Spider-Man, I am so glad to see you." The voice in the dark building was that of the female doctor Naoko Yamado-Jones. She walked over to him in an almost drunk fashion, and wrapped her arms around his shoulders. The moment that happened a familiar spark occurred in the mouse when she saw another woman on her beloved.

'Who does this human think she is?' She thought out of anger while seeing the other tighten the grip around his neck.

'Weird, my spider sense is going off; I guess she's REALLY ticked at me.' The web-slinger thought as he felt a familiar feeling in the back of his head. His friend that he knows as his alternate form rested her head on his left shoulder, and he was starting to feel strange about this interaction.

"You know there is something I always wanted to do to you the moment I first met you." The raven haired healer said to him and watched his masked face glance down at her.

"What would that be, doc?" He questioned even though he wanted to use the best known doctor line in creation, but something was not adding up. She got her head away from his shoulder and glanced at him with the left side of her face, giving him an innocent look in her eye which caused his guard to lower; but move.

"This!" She shouted and that was when she slammed her fist into his face, sending him into the side of their vehicle with a big dent to boot. The others stared in shock that a human would strike Spider-Man let alone so easily, and so hard.

"I'm not sure if you get this from your other patients doc, but your bedside manner, stinks." The wall-crawler commented to her while prying himself free from the bent steel. After doing that and joining the others they all saw her whole face and saw yellow tendrils on the right side of her face with the source under her shirt, right side on the torso.

"She's being controlled by the synoptic." The wolf hybrid announced to the others since they had seen others, human and beastial alike, walking in a similar fashion, but none of them spoke.

"You will pay for your betrayal!" She shouted in anger and attacked again, but this time he defended by webbing her up.

"You will pay for your abandonment." A new voice said in the house, and that was when they saw that it was Shane Yamado-Jones, but he was walking like a zombie not a drunk.

'Abandonment? Betrayal?' Parker thought of those words and added with his thoughts, 'I was right. This is all my fault.' He and the others watched as the doctor broke free from her webbing and got back on her feet.

"It has to be those bloomin bungelers." Bromley announced while placing the blame on the ther two anti-counter earth men, but there was something about his comment that didn't hold water.

"If the deadbeat duo is behind this then they should be out here too, kicking my ass.' Spider-Man thought and then watch in horror as the paramedic raised her hands to the heavens and eight more parasites came down upon them. In defense they tried clawing at them, blasting them, slashing them, and even tying them up with wrappings, but no affect, so Peter watched as the others turned on him.

"Consider this payback for siding with that fool of an uncle of yours instead of embracing true love." Vermin said as the yellow parasite infected her faster then the ones back in the catacomes where Naoko was taken earlier in his adventure.

'This is gonna be bad.' Peter thought before dodging a mess of attacks from his controlled friends, but a piece of him wondered if the synoptic were attacking or if it really was his friends.

"You were tempted to use this device to distance yourself from the truth, well don't worry because you no longer have a way of protection." The mind controlled Karin said and heaved it straight down, but just before it tapped the sidewalk the web-slinger fired a line and took it in his hand.

"This might do the trick." He said aloud to himself as he held it. There was a snicker from the puppets so he looked at them with a raised eyebrow.

"That device can't stop us." John said to him while walking over to him with his claws extended. Peter did not really know what to do: since they were his friends he couldn't go full force, but at the same time he couldn't be a target. An idea soon hit him, an idea that he prayed would work.

"Then you won't mind, fuzzy, if I try this." The arachnid challenged the canine before attaching the sonic device to his left arm, which the nano-bots adapted it to the suits symbiote defense system. 'Just have to change them to not harm Rusty's circutes.' He thought since he hasn't changed the frequency yet. After doing such a thing he shouted, "Sonics on!" The sound waves came off of his suit and at his friends.

"Destroy the sonics in the suit." The possessed kitty said and tried to charge at him, but couldn't go too far due to his high level of hearing. This allowed Peter to watch the yellow chunks to fall from under clothing, on backs, chests, arms, and butt (Goblin); he also saw that as soon as they were off they disintegrated.

'Man, when Mutton Man makes a sonic device, he REALLY makes one.' Peter thought before detaching it from his arm. He walked over to the others to see if they were undamaged.

"Oh, man. What bit me in the butt." The winged one said while rubbing the offended piece of meat. The others were also coming around which made the spider happy to see.

"Damage report, team." Jameson said after he came to, and got groggy answers from the rest of them which caused him to say, "Excellent, let's head in." With Spider-Man's help they all went inside. As they all went inside they were amazed at what they saw: the place was a wreck.

"I need to do something after I bring that Ram's toy back online." Peter said to them and got to work. As he was working he saw something strange, 'Weird even though I used it to my suit, all of the circuits are still working at peak performance.' He thought while making it give the small building a barrier.

"You did it, web-slinger." The arctic astronaut praised him with a clawed hand on the spider's shoulder. Jameson was grateful that Spider-Man's anger seemed to have soothed, but he could tell that there was something else going on in that head of his.

"Thanks for that, John-Boy, but I still need to do something." He said jokingly and then his attitude went back to serious as he said, "Brock, Cassidy, where the hell are you?!" The others could tell that he WAS NOT happy. When there was no answer he began to search for them, which didn't take long since he had a feeling where the two might go. After leaving the main room he looked and was right: Brock scurried to Naoko's room - not doing anything bad, just looking at some of her photos with a solom look on his face.

"I know that she was attacked by the synoptic, and I know that your ticked about it. So, get it out of your system, Parker." The red haired man said after putting down a picture of the two that lived here and their father/husband.

"The others are waiting down below, get going." Parker answered back in a serious tone before walking on. In truth he wanted to pound the former worker of the Daily Bugle, but he, himself, has had that same expression when he did something stupid, so he cut the former 'Venom' a break. The web-spinner headed over to Shane's room, and saw a rather large body trying to hide under the covers.

"This isn't happening. This isn't happening. This isn't happening." The body kept on saying while Spider-Man approached it. Cletus Cassidy, aka - Carnage, was actually afraid.

'I guess without the Carnage symbiote driving him, he's starting to see things in a human light.' Peter thought before throwing the cover away and saw the blonde haired man gripping a hyena plushie for dear life.

"This isn't happening. This isn't happening. This isn't…" Cassidy was cut short when he was forced out of bed when someone lifted him up with the hair on his head. When he saw a pair of white eyes staring back at him his fear worsened. Adjusting his grip to the throat Peter then SLAMMED him into the wall in front of him.

"Cassidy, focus." He ordered and added, "This is really happening BECAUSE you and that bonehead Brock unleashed this synoptic pleague to this planet. WHY?! Why the hell did you have to do this crap?!" Peter knew that he was loosing his temper again, he knew that his grip was tightening, and Cletus was having a hard time breathing, but he just needed to get this off his chest. "This planet may have gotten their problems taken care of with peace, but now their under the influence of those parasites! Parasites that I brought here." He continued, but stopped when he used the word, I, he then released his captive who was grateful to breath again.

'What was that about?' Cassidy thought before picking up the hyena, who was dropped while he was trying to breath, and stared at it. After making sure the stuffed animal was undamaged he attempted to look up and felt cold when he saw Peter staring right at him.

"Go down with the others, now." He ordered and just like that the supposed lunatic ran off the second the arachnid told him to leave. Once he left Peter followed, but slower. 'That has to be it. It just has to be.' He thought confirming what he believed on the drive here, which didn't make him feel better.

'I'm sorry. I'm really, truly sorry.' Cletus thought while walking to the others; gently petting the plushie in his hands. A little after the rebels left a few possessed beastials attacked the clinic, and one of them was a beastial hyena - a female hyena who he really wanted to know better. In truth the animal puppets were not interested in Brock and Cassidy just the other two while he fled Brock tried and failed to protect them.

"About time you got here." Brock said in anger to the other symbiote host. He was still ticked that he had to try to defend against the intruders on his own, but couldn't stop them. 'Leave it to Parker to do what I could not.' He thought to himself, but instead of being angry he actually had a smile of releife on his face. Soon the caped man of the hour walked into the room with the others.

"Thanks for being patient, guys." He told them in a serious tone before walking over to the window, and saw the tower was still doing it's thing. "I know that we should be devicing a way to deal with that modern art gone way wrong, but I have something to ask." He said to them, but paused before finishing with, "Do any of you know who's to blame for it?" The others looked at each other strangely because they believe, no, they knew who was responsible for the zombies.

"Uh, did that collapse building do something to that microscopic thing you call a brain." The green skinned man said before adding, "We all know that it's these two ya-hoos." The others watched as he pulled a goblin bomb from his pack and said, "And I say we take them out before they transform." Again before the device was activated it was knocked away by a spider projectile.

"Cool it, Goblin." Spider instructed in a dead serious tone.

'Looks like the web-slinger isn't pulling any punches.' Jameson thought as he watched what was going down.

"They didn't do it - I did." Spider-Man informed them which gave him surprised and confused expressions from all but three, so he went deeper. "Brock wasn't the first one to wear the symbiote, I was. The suit granted me an upgrade on all of my powers, and it was so intoxicating." He told them and remembered the shape-shifting power, and the enhanced powers, but he also recalled something else. "The suit didn't stop with just an upgrade of my powers it was starting to change me, make me darker." He informed them again, but that part didn't quite get to the new guys.

"I am sorry to interrupt, but what do you mean by darker, Spider-Man." X-51 questioned the story teller, so he and the others understood what he meant.

"Darker meaning my personality was being overwritten from happy-go-lucky to dark, dreary, and dangerous." He informed them and went deeper by going with the first person he hurt.

"What's gotten into you?" Felica questioned as she helped her friend away from someone she believed to be an alley.

"Just being myself." He answered back like she was just messing around.

"You know something, Spider, you are different, and you scare me." The blonde girl answered back before walking away. For that tale Peter had to paraphrase since only two people knew who was behind the mask, and he intended to keep it that way.

"I'll tell you what, I've never seen Felicia THAT afraid of me before." The modern Spider-Man informed them. He knew back then she didn't know the connection of her good friend, and her crush, but he had to wonder, 'Is that also why she didn't like me, because she thought I would go dark again.' His thought was cut short when a beastial spoke.

"Instilling fear in who I can only guess was human doesn't sound so bad." Lady Vermin said since she didn't know if it was the controller or the doctor herself that was coming onto her man.

"Don't worry, cheddar breath, it get's worse." He informed her and then added, "While I was here some of the low level beastials and humans reminds me of some thugs back home, but I haven't run into any rhinos, and I'm grateful for that." The group did not understand his statement.

"I'm afraid your going to have to fill us in, mate." Bromley said to the hero even though there was a part of him that didn't want to know.

"Sure thing." He answered and could still recall that incident perfectly. "There was a burglary in progress at a government repository, and that was when things got worse, way worse." He said to them and told them what happened in that moment in time.

"A little far from the zoo, aren't zoo." Spider-Man said in his usual banter, but it seemed to have come out darker.

"Well, Well, it's the ittsy bittsy spider. All decked out in his new threads." The gray armored man said while looking over his shoulder adding a laugh at the start of it. He turned away from his target, control rods of litium ninety, and over to the 'hero'. "They aint gonna look new for long." He said and gave a successful head-butt which sent the arachnid out of the doorway, and flat on his back. "Let's get it over with. I got to polish my horn." The gray skinned goon said with another charge, thinking that it was going to be just like in the down shuttle. Spider on the other hand tripped him, and sent him into a wall with just his right arm.

"This'll be over when you tell me where that Promethium X is." The dark skinned arachnid said to the man coming out of the hole while sticking near said hole. Rhino tried a punch but Spider-Man jumped out of the way before he raised his arm. With his guard down Peter grabbed his right ankle and began to spin. "LOOK, hornhead! I'm not going in circles with you all night." Spider shouted while spinning and then releasing him which caused one of the brick columbs to fall on impact. "I want an answer - NOW!" The arachnid added when the rhino charged at him, but was tossed aside with little effort.

"This aint possible. You can't do this." The gray suited bully shouted in disbelief after being pulled out of the shoulder length hole, and was hoisted above the heroes head.

"I just rewrote the rules." Peter said to him darkly while holding the thug up with just his right hand. "Now, who are you working for?" He questioned since his prey no longer had any other options.

"Know what they would do to me if I told?" The Rhino questioned back pleading that would make him stop, but it didn't.

"Something like this?" Spider-Man questioned and tossed his enemy a good distance away, stuck in the ground with his suits horn. "And I'm just getting warmed up." He said darkly while grabbing his left knee joint, and started to spin him. "The ride ends when you tell me where the Promethium X is?" He bargened while still spinning his victim.

"I can't. I CAN'T!" The muscular thug shouted with his eyes shut due to all the spinning. The answer was something that did not make Peter happy.

"Well, that's too bad, big boy - for you." Peter said to him, but the final two words came out darkly. While he said it he tapped his opponents leg causing him to spin until he was belly up before him.

"Alright. I give up." He announced to the hero and added, more to himself than the enemy, "I rather go to jail than to be a snitch." The hired thug watched as Spider-Man stood over him, thinking that he was going to accept his offer, but he was in for a big let down.

"Who said anything about jail?" The hero questioned darkly which caused confusion in the animal's mind and fear in his eyes after hearing that.

"I don't get it." Alex O`Hirn questioned back, while at first trying to get the words out.

"You will." Peter answered back before firing a web-line to the door Rhino busted down earlier. "It's like this. I'm THROUGH with not getting what I want." The arachnid explained while pulling the steel door to the two of them.

"What are you doin!" O`Hirn shouted in surprise over what he was seeing with his own two eyes. "I told you, I-I give up." The Rhino said, praying that the hero was listening to him.

"That's funny, I give up too." The dark suited man said before tossing his line aside when the door was right beside the target. He went over to it and added while raising the door over his head, "I give up being a friendly neighborhood Spider-Man."

"No. No, you can't!" Alex argued while shaking his head and his hands in defense. He believed that heroes were above killing others, but he was about to learn that wasn't all the way true.

"Can't I?" He questioned back in a gloating fashion. Then his conscious caught up with him. He recalled the talk with his aunt and the meeting with Felecia thinking to himself, 'She was right: I am different.' That's when he looked down to see his victim.

"No, don't. DON'T!" Rhino shouted but after hearing a bang he saw that he was all alone.

"After getting out of there and seeing a negative reflection of myself I caught on that this suit was changing me." The modern Spider-Man said to the others and saw that the natives had that freaked out expression on their faces.

'So that is what Spider-Man is capable of when angered.' Lady Ursula thought and added, 'It is no wonder that he wanted us to leave, no telling if he would view us as friends.' Spider then decided to go a bit deeper of what happened, but abridged that part.

"After I rejected the gifts that the alien suit offered me it found Brock to show off how it felt over my decision. A little after that the symbiote reproduced giving birth to Carnage." He pointed to the other two humans for that minor part, so the knights, the doctor and son, along with the rebels knew who he was talking to.

"Why do I have a feeling that you are about to tell us why you think this is happening web-head?" Eddie questioned and knew that he was right, since due to the suit he gathered how the source thought.

"Your right about that, Brock." Peter started to say, and then looked at the others. "As I said I think Venom was formed to show me how angry it was of the path I chose, and Carnage to double my grief. This tower is it's final product of not caving in and becoming one with the ooze." He explained to them and the fourth true earth earthling seemed to have understood what he meant since he was there for some of it.

"You keep on talking about how this is all your fault, but what is your plan on, oh I don't know, STOPPING IT!" Goblin shouted at him since the one-sided blame fest was getting on his nerves.

"Simple, extreme heat and sonics are the best way to deal with symbiotes, so all I need are several explosives with those two focus points." He informed them and added, "That means I'm gonna need your help Bromley." Which the blonde man was ready for it.

"Sure thing, old son." The Scotsman said before walking away.

"I'll need your help too, X-51." Spider-Man added to the metal man.

"Of course, Spider-Man." The creature in question answered back and walked away as well. The tiger heard all of this and assumed that it was going to be a team effort, but he had to make sure.

"When you are finished preparing those we will all go with you." The big cat said to the spider. The web-slinger looked at him, and for a moment wouldn't mind it, but most of his mind knew better.

"Sorry, Tony, but as soon as the bombs are made It's gonna be a solo effort." He said back and added, "You guys should be safe here." While he walked off to the other two members of the resistance the others were worried about him, but none more then Lady Vermin.

'Please, don't do this alone, Spider.' She thought as she tried to hold off the memories of the collapsed lab.


	5. Chapter 5

Marvel characters are owned by Marvel

Chapter 5:

The end of one problem, but the beginning of another

"You must be a real cutup with the ladies, there, Bromley." Spider-Man joked to his partner who was using average items in the Naoko house to make the bombs that he requested. 'Now to see if that stunt I pulled a while back damaged my systems.' He thought when the two were distraced and pulled up some diagnostic scematics on the inside of his eyes. "Good, there doesn't seem to be any thing wrong.' He thought again when the analysis was complete. Down below the others were wondering if this one man, practically suicide mission, was their only option.

"Colonel Jameson?" The leader of the trio questioned aloud to get the wolf's attention which was successful. "You have known Spider-Man longer than the rest of us perhaps you can answer me why he is like that?" The cat asked him and waited patiently for an answer.

"That - Lord Tyger is the million dollar question." He answered back and added, "You see no one outside of super heroes know why he does what he does, but I think we should trust him on this." None of them liked that a suicide missoin with him as the sacrifice. All was silence, and none of them dared move away from the exit door since they wanted to see the hero off.

"Well, guys, I think I'm ready." Spider said to the others causing all of them to see a strange sight - an 'x' strap across his torso with bombs attached along with an outer utility belt complete with more bombs and a couple of guns.

"I thought you said that you weren't big on guns when we were on our earth." Jameson commented when he saw the two small hand guns on his waist. The web-head looks down at the weapon in question and knew what he meant, but he decided to tell him the true meaning behind them.

"That's right, fly-boy, but these aren't run of the mill guns; they are portable blowtorches." He said in a serious manner and then added comically, "By the way doc, you're going to need to get some more kerosene oil." She simply rolled her eyes even though she knew that he was telling the truth.

"I know that you will be doing this alone, but just the same - good luck." The leader of the three knights said to the loner with an extended hand. The arachnid looked down at the hand and gladly accepted it. He then walked off to the doorway, but was stopped when he felt someone grip his arm.

"Why do you have to do this alone? Why can't you take the rest of us with you?" The person that held him back said, which was non other than Lady Vermin with her eyes filled with pure panic. He saw this and knew full well that she was going to act like this.

"I'm sorry, Lady Vermin, but I have to do it alone." He said to hero before taking her hand into his, and held it tenderly before letting it go. "No worries, I'll be back safe and sound." He said to her, all of them, so none of them would worry that much. He then took to the sky through web-slinging.

'Let's hope Parker's up for this one.' Brock thought since before they were separated he sensed a sentient mind inside the synoptic. Spider swung through the infested city, but he found something odd while he was swinging.

"Uh, why isn't anyone trying to stop me?" He questioned aloud after standing on a rooftop. Naturally for once he decided not to look a gift horse in the mouth and started it again. He kept on going until he reached the center, and once there an opening appeared before him. 'This just screams 'trap'.' He thought and then added, 'But I have no choice.' The hero walked in causing the opening to close behind him. "Typical." He muttered before walking on.

"Why must you destroy what I have freely given you?" An unknown voice said to him as he walked around. Out of instinct he looked around, grateful that his eyes doubled with night vision tech, but saw no one.

"Who said that?" He demanded while walking around, and looking at all directions, but saw the same thing - nothing.

"Making friends with this worlds humans, and the knights, so I guess you forgot all about me." The voice said to him with an actual hurt tone in its voice. Since Peter still couldn't connect the dots he decided to connect his bombs with the monstrosity. In an attempt to try to find the source of the voice he talked back.

"Still not ringing any bells. Maybe…are you Hepzibah? Look, if this is about the whole 'you seeing me with your underwear in hand' that is not my fault. Corsair, double dog-dared me." He said to the voice while using his sense of humor and placing down some bombs at the same time.

"No, I am not that hairball. I am someone who thought you as a friend until you abandoned me." The voice said back to him, but in anger this time. After hearing that Spider-Man placed the last of his bombs onto the wall and stared at the darkness in awe. "Yes, that's right. I am the true form of the body you gave up." The voice said to him.

'Didn't see that one coming.' He thought before finding the wall that he was on vibrate, and throw him off. He was able to land on his feet, but as soon as he landed he saw the center of the mechinism.

"I know that you plan to destroy me, but allow me to show you of the future your giving up." The voice said and a yellow parasite with a cord on its tail end came out of the main blowhole, but before he could use the guns the parasite latched onto his chest; after that everything went blank.

'So this is the world you are offering.' He questioned as he saw that counter earth was as he saw it a couple of minutes ago. He knew that the creature was listening to his thoughts, and so he waited for an answer.

'No, this is what I offered you when we first met, but you had to listen to your 'good' side. ' The voice said back to him, putting venom on the word - good. 'Since then it has only gotten better.' The creature added and provided pictures for his pleasure.

'I…I like what I see.' He thought back to his captor as he saw Jameson and the males as his soldiers while Lady Vermin and three others were surrounding him; comforting him. Reality hit him as he thought, 'But…I still have a duty to uphold.' This angered the creature greatly

'That duty is history!' The voice screamed out, shattering all the images around him. Peter was now surrounded in a mess of webs and black smoke. "You were a fool to not destroy that synoptic drone when you had the chance." The creature, which now looked like an ink blot Venom before him, said in a challenging way before adding, "Because now that your defenses are down YOU WILL BE OURS." Then it shot out tendrils at the heroes mental self.

'You just never learn.' Peter said back to the attacker all calmly. Before the tendrils could attack several spirals of silver appeared before him when they stopped spinning the source saw that they were all his friends and family. 'If I didn't tell you before I'll tell you now - you're a disease they're the cure.' After that thought was made the connection was made. It took him a while to get things straight, but his body instinctively fired a projectile at one of the bombs which started a domino effect.

"This may be the end of me, but I won't be going down alone. You are going with me!" The source bellowed while the whole complex was started to crumble, and even though Peter did not have the suit he could tell that this was messing with the core of the creature in a big way.

"Sorry to disappoint you, but I have better things to do tonight then die." Spider-Man countered and swung his way up since the other possible entrances were being closed. As he was reaching the exit there were several tendrils that tried to stop him, but with the sound waves in the room they weren't very effective; thankfully he had the sonics of his suit repel the sonics in the tower. For the tendrils that were a hazard he used the guns. The fire that the bombs made climbed up in a hurry. 'Come on. Gotta make it.' He thought to himself, and as soon as his body was out of there he jumped off and parachuted down with his webbing.

"Well, I'll be the lad did it." Bromley said once he saw the newest skyscraper implode. He and X-51 were grateful that they made the bombs into implosion devices. Spider-Man made it safely to a rooftop, and then looked down below. It was then he saw that all of the parasites were not just falling off, but disintegrating as well.

'Almost swaying to NOT blow that thing up, and nearly dying in the explosion.' Thought Peter as he recalled that in the tower there was a couple of moments when he lost his footing. 'It was too easy.' He finished his thoughts before swinging back to the doc's lab. When he arrived there, the group was praising him.

"Nice going web-slinger." Jameson said and gave him a handshake for thanks.

"Excellent work, Spider-Man." Tyger congratulated him with the same gesture.

"Good on you, ol` son, you're a hero, lad." Bromley said while giving the arachnid a pat on the back. The praise continued with thumbs-up, and pats on the back ending with a hug from the hourglass mouse. There were only two that didn't share in their joy.

"What? You two mad that the bug handled your little project." Goblin said to the two while glancing at the doctor, praying that she did not ask who he was since it was killing him not to tell her himself.

"No, we're not. In fact, we're grateful - web-head." Brock said while giving the off worlder an honest smile.

"What are you talking about?! He decimated our chance to rule this mudball." Kasady said to his partner in an angry tone, but the second symbiote weilder wasn't fooled.

"You can cut that talk out Kasady. You weren't into either, well you were at first and then you met that Hyena, and that's when the synoptic took full control over the Carnage symbiote." Brock said calmly to the other who seemed nervous after the 'h' word was said.

"So, who is this hyena, Brock?" Peter questioned while restraining himself for another joke at Cletus' expense.

"Her name is Shenzai. I know - coincidence. It was when we personally gathering people for our the synoptic, but when we came across her; she talked back to us. She talked back so well that the two of us were impressed, especially Kasady." Brock explained to all that was in the room, but then he grew serious. "There's one piece of bad news, Spider-Man." He said, and Peter could tell that by the look in his eyes he meant what he was about to say. Back at Wondergore castle there was a soul there, one that had been recovering for a while.

'I can sense it, my loyal drone, Sir Ram, is near.' The person thought as he walked the halls. After a half hour of searching he found the door he was looking for. He opened it and saw that his loyal knight was still alive, but still damaged from Spider-Man.

"My creator, it is good to see you up and about." Ram said to High Evolutionary, ignoring the excrucating pain in most of his limbs. "Perhaps you can escort me to the healing tube, Majesty." He added in a pleading fashion to the master of the castle. Since he was the one to build it he knew full well that it could repair him up to full. While he was thinking of the payback he would give to Spider-Man he heard what the king had to say about that.

"Your services are no longer required." He said to the hornless one.

"What!" The other said to the human male. Despite his countless years of service the ram could not believe what he heard. Without any way to move he was at the mercy of the slowly closing in leader.


	6. Chapter 6

Marvel characters are owned by Marvel

Chapter 6:

Plans are hatched, but decisions are made

"For once tell me you're joking, Brock?" Spider-Man questioned after hearing from the former symbiote that the High Evolutionary has the ooze known as Venom and Carnage in his care.

"No doubt my old lord and master has his own ideas on what to do with them." Lord Tyger informed them while thinking of what they should do to stop them. One of the few people there decided to be the let down.

"So, if he works with those two things then wouldn't that mean those mind punches of his will be stronger." Goblin said to the rest of them while bringing up the story of the Rhino and the spider. In truth none of them like the sound of that; not one little bit.

"He won't get the chance." The arachnid said to them and headed for the door, but the moment he had his hand on the doorknob a hand was on his shoulder. "What now?" He questioned, nearly shouting at the person that tried to stop him, and the person that he saw was actually John Jameson.

"Sorry to disappoint you, web-slinger, but you're too worn out to take him on after just dealing with the synoptic's ultimate plan." Jameson said to his fellow earthling while taking his clawed hand off his shoulder.

"Besides, Spider-Man, we also need a plan to deal with him." The cat creature said, agreeing with the pilot's comment. "Shall we begin?" He questioned to the others and motioned to the Living Room of the small building.

"Yeah, let's get to work." Shane said and raced into the gestured room. They all could tell that he was ready to help out in any way that he could, but as soon as he made it to the doorway that led into the selected spot the boy found himself being lifted up. "Huh? What's going on?" He questioned before looking around and then looking up, and saw the reason behind it.

"I am sorry little one, but this battle is not for the youth of this planet." The voice of the creature holding the young man up said. The person holding him with only one hand was Lady Ursula as she looked down right at him.

"Aw, come on. Why can't I help?" The son questioned since he wanted to follow in his father's footsteps and stand against the High Evolutionary. That was when another former member of the white bearded man's team spoke up.

"I am afraid that she is right Shane. You have seen that he has grown mad with the rebels and Spider-Man's interference, so it is best if you and your mother not be involved in our meeting." X-51 said to the child. When the bear knew that he would not run she put his feet back on the ground, and stared at him. A person further from the moment saw what was going on and a thought came to mind.

'I wonder if I would be able to be that firm should I and…Spider-Man have…children.' The white faced woman thought still wondering if she was worthy of calling the masked man her love since she was unable to save him from the building to fall on him. She turned to the man that she was thinking of and saw that he was still glaring at the door which caused her to wonder, 'Why is he so determined to deal with this by himself.?'

'I think we better follow up on their advice.' Naoko thought even though that there was one part of her that wanted to tell the bear woman off - to tell her that she and her son could go the distance, but her maternal instincts override that feeling. "Come on, we better let them get to planning." The mother said with a hand on her son's shoulder, and after a silent nod the two went upstairs.

"There, now that they are gone. Let's get to work." Karin told them as they all headed to the Living Room. The whole group of resistance fighters sat in a circle form in this order - Lord Tyger, John Jameson, X-51, Git, Bromley, Lady Vermin, Karin, Lady Ursula, and Goblin. Spider was also there with them - sticking to the ceiling while thinking.

'They shouldn't worry about a plan, they should spend the rest of the time that they have with their friends while I take on the wizard.' The lone hero shelved that thought for now and decided to listen up.

"Well, the good news is guys with X-51's security Intel that he gathered on the side when we were trying to find Karin, and Lord Tyger's knowledge on the layout of the castle we should be able to come up with a few good plans." Jameson informed them before looking at the blonde haired man. "Bromley, how are we on explosives?" He questioned, and prayed for a big number.

"Sorry, gov, used up most of the bombs to help out the web-slinging bloke." The demolition expert said to the wolf man with his head hung low since he hated to disappoint his friends.

"That's okay, Bromley. Don't beat yourself over it; we'll make do." The white furred one said since he did not want the others to feel bad over what has happened in the past.

"Yeah, just leave the beating up to me since it was my mess." Peter muttered under his breath: forgetting that most of the people in the room probably caught onto what he just muttered.

'Why? Why must you keep the rest of us so distant, my friend?' The feline thought before speaking to the others of one of their plans which involved trying to turn the dictator's own defense systems back on him.

'I hope that he'll be okay.' The bandaged one thought while glancing at the caped man. The wall-crawler watched them plan, but since his mind was still on the path of the loner he knew that he was in no shape to give them any advice so he crawled around the outside of the building.

'I wish they wouldn't get involved. This guy's after me, like the others, he's going after them just to tick me off.' Parker thought while sitting on his heels against the wall of the building. A little after he thought that a voice was heard behind him.

"Do you think they can beat him, mom?" Shane questioned while being held by his mother. The raven haired woman looked down at her son and knew that he wanted a straight answer, but she couldn't tell him what her brain was telling her.

"Of course, honey, you know they will. I mean they do have their top weapon - Spider-Man." The doctor said back to her son who just smiled up at her.

"You're right. With him on our side we have nothing to worry about." The young boy said before continuing their hug. The white eyed man was spying on the whole thing through the other side of the window.

'Man, are they in for a disappointment if the others help me.' He thought before crawling back into the Living Room. When he got inside the group was starting to stand up.

"Right, so those were our main plan along with four backups." Jameson said to the others, and then added, "And before we start the attacks I think we all need some rest." The other heroes could not have agreed more so the lot of them chose different spots to sleep.

"Is everything alright?" Naoko questioned to the ones coming up while leaving her son in his room.

"Don't worry about it, Naoko, everything's fine." The wolf warrior said to her and then added something that the others wanted to know. "Do you think that there are enough rooms for everyone?" The young medic thought for a moment with her finger and thumb on her chin to remember if she did have enough for everyone.

"I think so, but most of you guys will have to buddy up. I hope that's okay." She said back as she recalled her room, Shane's room, the kitchen, Living Room, clinic, and the small room where Peter slept. "Oh no; in all of this excitement I forgot all about Peter." She said after recalling the brown haired man.

"Don't worry about him, doc. He's been taking my picture so long that he can take care of himself no matter the location." Spider-Man said to her while trying not to expose the truth.

"If you say so, Spider-Man." She said back to him and then added, "You may each take a room: Lady Ursula and Lord Tyger chose the Living Room. Karin and Jameson were in Naoko's room. Goblin and Git chose the kitchen. Bromley chose the clinic, since he still did not trust the duo, and X-51 stayed with him as backup.

"With everyone in those rooms I guess you'll be in my room mom." The son of the doctor said with a smile since he felt as though he was protected in the arms of the woman that gave him life.

"Yeah, I guess I am after all I have to make sure that you don't try to pull the tails of any of our guests." The mother said to the youngest one there.

"Oh, come on mom, I don't do that anymore." The boy tried to say, but his mother was prepared.

"Then why did I have to throw out almost thirty plushies out last week who all had been missing their tails." She said back to him, and after not getting any more lip from her descendent the two headed off to bed.

"I suppose I should simply go into the human known as Peter's bedroom." The young mouse said before making her way to the only room that was available to them.

'I wonder if I should stop her.' The wall-crawler thought as he watched her leave. 'No, she'll simply deny what her nose is telling her.' He added to his earlier thought and decided to walk around the house listening to what the others had to say, and the first spot was down below.

"Are you sure of this, my lord?" The big bear questioned as she lied down on the sofa, surprised that it could support her weight, while the male beside her was getting ready to lie down on the floor.

"Of course I am, Lady Ursula." He said back to her while finishing his motion. As soon as he was on the ground his instincts told him to ball up: which he did. 'I know that the woman known as Naoko gave us permission to sleep in her Living Room, but I don't feel right sleeping on her furniture without permission.' He thought before adding; 'Besides this feels nice.' The arachnid standing on the stairs watched them and then watched as the bear very gently brushed the tips of her claws to the top of his head.

"Pleasant dreams, Lord Tyger." She whispered before adjusting to go to sleep.

'Mama Bear and Tony's cousin - who'd a thunk it.' Spider thought before climbing on the ceiling and making his way toward the kitchen. When he peeked into the doorway he saw that the green one was looking through the food supply while the mummy was just sitting at the table: staring at his picture.

"So, my bandaged amigo, what do you think our chances are of beating the High Evolutionary?" The pumpkin totter questioned to the bandaged boy who as an answer just shrugged. "The strong silent bit must make you a girl magnet, my friend." The glider added from his first comment after the shrug.

'Well, this conversation is going nowhere.' The masked man thought before crawling to the clinic portion of the building.

"I'm keeping my eyes on you, mates." Bromley warned while taking out a cherry bomb. Spider saw this and noticed the bomb in hand.

'That looks like the same bomb he used to set me free from the High's little playhouse.' The off worlder thought while remembering the small moment:

"Looks like it's time for plan 'B' guys." The younger Spider-Man commented to the first sight of the resistance. "You do have a plan 'B', right?" He added in questioned form.

"No worries. This ought to take the wind out of their sails." The slightly younger bomb expert said before lighting a silver cherry bomb with his index finger and thumb. He got out of their cover and through it.

"It's Bromley, take cover." The soldier side of the tiger said to the others, and after the explosion of memory Peter was brought back to the present.

"Do not fear, Bromley, my sensors indicate that they do not wish to strain themselves." The mechanical member said to the fellow rebel.

"Yeah, listen to the scrapheap. We don't want to fight, anymore." Brock said to the rebel, but knew that his words meant nothing. 'Not that I'm not used to people not trusting me.' He thought before spotting Peter, and gestured him away with a head motion.

'Guess Brock's right. Best if the others don't know that I'm watching them.' The crawler thought before going upstairs. Since he had spied on the mother and child he knew that the next stop for him was that of Karin and Jameson. As he stood just outside the chosen room he heard their conversation.

"I'm grateful that I'm in control of this new body without it trying to gain dominance." The canine crusader said with his head resting on the red head's lap.

"But you want to be human again?" Karin questioned, having a feeling that was what the space pilot was trying to get at.

"Yes, Spider-Man can vouch for me. My father is strongly against any non-human appearances." The brown pants wearing man said back to her.

'Don't be so sure. Since you're his son; he won't say anything.' Peter thought darkly since he knew that it was true, but continued to listen.

"Don't worry about it. I'm sure that I can figure out how to change you back." The second in command to the rebellion said to him and began humming a song that for some strange reason been in her head since birth, but now she knew why: because her mother hummed the same song while she was still in the womb.

'That clenches it, they like each other.' He thought before walking off. 'One last place to visit.' He thought and headed toward his room. When he got there the hero saw that the white faced one was laying on his cot with her hair braces out of her hair. 'She looks good with her hair loose.' He thought as he gazed down at her, and that was when a familiar voice entered his mind.

'Peter you know that with great power there must also come great responsibility, but even with that you still need your friends; especially for this fight.' The voice was that of Uncle Ben telling his nephew that he can't do what he's thinking of doing alone.

"I need some air." He whispered before going to the window, and climbing up to the roof - to think of his present problem. Elsewhere the white bearded man was thinking of something as well.

"The last time when Spider-Man attacked with that impact web shot I was not concentrating my powers hard enough, but I know how to fix that." The dictator said to himself still thinking of how to punish his creations and those that stood in his way. "I know that Spider-Man and Colonel Jameson are from a different Earth considering I was on that planet before I found this planet, but back then I wore this armor." He added while activating a hidden section of wall to reveal purple and white armor. "This time a creature from that Earth will not stop me." He said while putting on his old look, and knew that this was the right call. 'Even if it isn't I still have a contingency plan,' He thought.

'I've gone over it again and again in my head, and no matter what it comes out the same way: I can't protect them all and fight off the High Evolutionary. That leaves only one option.' Spider thought before going back into his room and headed to the only one there. 'Since the others deserve to rest rather than worry I'll say goodbye to one and then just leave.' He thought on his way over.

'My love, don't leave! You can't!' She shouted while still fast asleep. This outburst caused him to take a couple of steps back, but after staying a couple of steps back watching as her arms waved over her then slowed down; he walked back over to the majestic mouse.

"I'm sorry, Lady Vermin, but I must." He said back to her as he knelt beside her. Upon closer look he saw that she had been crying which that was one thing that ate at him, so when the next one fell he scrapped it away with his thumb. "Don't cry because I know that we will meet again either in this life or the next." He said to her using a line that Captain America said to him as he thought that he was going to die.

"I understand, but just be careful." She said back to him. As he stood up for some strange reason he bent down with the bots covering his mouth opened - revealing said face part, and kissed her.

"Don't worry. I will." He said to her before deciding to make a note for the others. As he wrote a simple not he had to give pause to wonder, 'Why did I kiss her?' He glanced back at her and then added, 'I'll just chalk it up to missing MJ.' After writing the note he stocked up on webbing for his suit, and swung away. As he swung to the spot he knew the man would be he listened to the sound to humans and beastials alike celebrating as one after being released from the control of the synoptic. 'At least I did something right.' He thought as he approached the castle.

"And so he comes." The madman said aloud while patiently watching the feed from his security cameras. The evolutionary educated one noticed that the opponent was swinging toward this spot like a man on a mission. 'To bad that this mission will end in defeat for him.' The despite thought and headed to the spot he knew the other would come into.

"Alright, Hi, let's make this battle quick. It's my turn to give Wolfie a flea dip, and the others would kick my ass if I'm late." Spider said after swinging through a window, and scanned around the dark room.

"As you wish." The man said and turned on the lights, and as soon as Peter Parker, Spider-Man, saw the man in question his eyes widened in surprise.


	7. Chapter 7

Marvel characters are owned by Marvel

Chapter 7

Help has arrived

"That…that armor." Spider-Man questioned as his opponent was walking right at him. The person, who he guessed was the High Evolutionary - source of all of this madness, but he was not wearing the same outfit he wore when they last met.

"Is there something the matter, Spider-Man?" He questioned calmly while wondering if his soon to be dead foe knew of this former outfit he was wearing for this occasion.

"My friend Magneto fought someone with those same threads, but just before he left the master of magnetism made a promise to that Frankenstein poser." The web-spinner said back with a hint of anger since he was also told what he wanted to due with the twins and what he had done to his other friend - Wolverine.

"Promise? Promise?" He questioned coyly, pretending to not know what the foe was speaking about. This tactic was one of many that Parker knew about: it was also one of his least favorite methods of stalling. "Oh, you mean this promise?" He questioned before pressing a button on the back of his right hand which caused a flat screen to appear to they're right side, and on it was the promise New York's scapegoat was referring to:

"There is no place on this planet for him to hide from me." The mutant known as Magneto: Erik Lehnsherr, said as the device fled from him and the others. The current time Spider-Man watched the short video with a small grimace under the mask, but he tried to focus on his comedic side…at least for now.

"That be the one." He said in a light hearted sense, but then grew serious. "You heard him and decided to go off the grid. But what is your deal about using children for you're sick jokes." The purple toned man glared at him from beneath the helmet.

"What do you mean? I wanted to use Quicksilver and Scarlet Witch to make my creatures more perfect. The reason why I used my own granddaughter was because I knew that my son and daughter in law would be too narrow minded to truly understand my vision." The man said back, but the milasecond that he had said that the hero plowed his fist into the helmet.

"What the hell is wrong with you!" Peter shouted in pure anger after the blow, and then added three more punches and a round house kick to his neck. "I thought you were just crazy of making beast people even though now I don't seem to bothered by that, but what gives you the rite to do that to Karin, to the twins." He shouted after landing on both boots.

"Because I was in the right. I am the High Evolutionary. I have th rite to do anything that fits my goal." The man shouted back and fired a mind punch, but he missed the warrior by a mile.

"And you're fine over what had happened to Karen, to Bromley, and everyone else." The arachnid shouted back countering by firing twin web-lines(one on each shoulder), spun him in a one turn circular fashion, and then slammed him face first onto the floor.

"How dare you!" He shouted in anger as he got his face out of the floor. The dictator charged at him. Ignoring the need to use his reflexes Spider-Man charged at him, and the two began changing blows without worrying about defense.

'Can't let him win. Can't let the others get involved.' Peter thought as the two butted heads. As they clashed the back-up heroes were completely oblivious to what was happening to their friend.

"That was a great cat-nap." The stripped warrior said as he stretched in traditional cat style, but while in the middle of that stretch he saw that his strength factor was staring at him strangely. "Is there something wrong, Lady Ursula?" He questioned with concern since as far as he's known her she never had this expression on her face before.

"Oh…uh nothing, Lord Tiger. Nothing at all." She answered back to him white trying to act as though nothing was out of the ordinary, and knew that he had suspected something.

'She is probably excited about dealing with our former leader.' He thought and decided to tend to the others with a little bit of her help, "You check on Bromley and X-51. I'll check on Jameson and Karin." He instructed to his female friend.

"Very good, my lord." She answered with a bow, grateful that he did not suspect her true motive of staring at him as he slept. The bear and the tiger went into two different rooms: one to the medical room while the other went into the kitchen.

'Could he possibly snore any louder.' Git thought as he was pacing around the kitchen floor while listening to his teammates nasal problem. Due to what the good doctor has done to him he no longer needed sleep, but that didn't mean he was immune to those that could sleep. 'I think I know how to handle this.' He thought as an idea struck in his head, but about that time the noble tiger had made his way to the doorway.

"What is he up to?" The swords-cat questioned under his breath as he watched what the mummy was planning. The rebel to the bearded one tore a small piece of his fingers off and stuffed them into his nose which seemed to make him breath normally until…

'Oh come on!' The bondage blonde thought as he realized that the man snored louder through his mouth rather than his nose. 'That was hopeless.' He thought before seeing his new found friend who simply jerked his head: a sign for them to follow him. 'Guess I should take this guy with me.' He considered before slapping his head with the back of his hand.

"What! What! I'm up. I'm up." The green skinned man shouted in alarm after being slapped. 'What the?' The man thought after realizing that it was clogged with paper. "Not cool mi amigo." He muttered after pulling them out, but instead of tossing them to the ground he instead did the polite thing and threw them in the trashcan. "Wait up." He called to Git before running over to the fellow hero. Spider-Man was still hard at work for trying to beat up their sworn enemy.

'Geez, and here I was worried about his mind punches, but his real punches are painful too.' Spider-Man thought after enduring a right punch to his ribs. The two have been going at it in this fashion for two whole hours.

"I will not lose to the likes of you or any other weak human." The enemy target shouted with rage before intertwining his fingers and shot one big mind punch which hit it's target: hard!

"Whate are you four doing?" Lady Ursula what are you doing she questioned after entering the med-lab and saw that her two friends were playing Go Fish with the two former thugs.

"Oh, `ello, love." The bomb expert said to the bear with a wave of his right hand before returning to the game. "Don't get the wrong idea, knight, I still don't trust em, but I thought that this would be the best idea to keep an eye on them." He explained to her, and that was when he heard something from Brock.

"Enough stalling Bromley. Do you have any 6's or not." The former owner of the black suit shouted in anger after seeing the two talk. The blonde bomber chose the card in question and tossed it on the table.

"I hate to tear you away from your game, but I believe Lord Tiger believes that it is time to attack, so come on." She told them and walked off leaving the four a little confused over what she had just said, but decided to follow through with it.

"And just when I was about to win." Kletus said to the others while everyone else knew that he was a long time away from winning their little game.

"Why don't you just go down." The dictator demanded while firing a steady green stream from his left fist.

'Great so he can do something else with his mind punch instead of just firing one blast at a time.' Spider thought while trying not to get hit, so he kept running straight ahead, wall- climbed up, and launched from the wall to him. With the speed of his launch he connected to his face again.

"Do you not understand that no matter what you try I, the High Evolutionary, will survive?" The man still safe in the armor questioned while getting up to his feet. With a sigh he started the battle again, and prayed that the others still won't come.

"Colonel Jameson, it is time to…go." The leader of the trio said, but stalled after seeing a strange sight even for him..

"Who's a good Colonel. Who's a good Colonel. Who's a good boy." Karin said in a happy tone after finding her boss' ticklish spost as he stayed in his wolf form. The tiger saw the happy wolf and a small part of his mind…a very tiny part wondered if his old friend would do the same for me.

"I hate to interrupt this moment, but it is time to attack." The big cat said to the two after clearing his throat. The two of them quickly looked at the doorway and saw the spectator; out of instinct the two of them stopped what they were doing and stood off the bed.

"Let's get going." The descendent of the dictator said to the two men and walked out of the door. The both of the males just stared at awkwardly and then nodded to one another before leaving a few paces behind her. Back at the brawl Spider-Man wasn't doing so well by now.

"Okay. I have come to a decision. Taking this guy on by myself wasn't such a good idea." Peter muttered after feeling a mind punch slam hard on his ribs. The hero tumbled after the attack made a successful slam, but recovered and tried to impact web him like last time; the only thing was that he had anticipated that.

"Not this time." He shouted at him before using his psychic powers to turn the attack back at the user. Before Parker could do anything he found himself ensnared in his own webbing.

'This is embarrassing.' Peter thought, but before he had the chance to break free he was struck by another mind punch which shattered the barrier/prison along with almost all of his ribs.

"So, you finally know you're place, Spider-Man. At the foot of the ruler of this Earth." The armored antagonist said to the hero, and then added, "Or better yet…under my heel." With that said he drove his right heel on Parker's nearly finished body causing him to scream at the top of his lungs.

"No, no. This can't be right." The white faced woman whispered to herself after reading the note that her lover. Out of instinct and concern she sped away from the attic and headed downstairs: determined to aid him. Her move did not go unnoticed as the other eight members saw her dash down the stairs, but it was her 'sister' that caught her.

"Where are you going?" Ursula questioned to the humanoid rat in her arms. She did not answer she simply started to struggle out of her friend's grip, and as she was doing that the note that was read earlier fell from her hand.

'What is this?' The mummified mangler thought before picking it up, and glanced at it. 'This can't be true.' He thought after reading that note.

"What is the problem, Git?" The machine creature questioned even though that for some reason he already knew that it was going to be bad news. In a reluctant fashion the man in question gave him the paper and prayed that the servos in the mechanical shell could take the news.

'Hey Guys,

I know that you want to help out, but I think, no I know that this is the best thing to do. Who knows we'll take each other out, and I can finally be free.

Signed,

The Spectacular Spider-Man' The note said through X-51's mouth piece.

"Now you know why I am in a hurry. Now release me." Lady Vermin shouted with rage and struggled to get free. A few moments into her struggling did she feel being released, but not completely.

"You're going, but not alone." Jameson said to the mighty mouse while taking a few steps toward her. "Not without us." He added and started for the door, but as soon as he had his claw on the doorknob he instructed to the two eavesdropper. "Naoko, Shane: you two stay here with the former symbiotes." He instructed before racing away; the others right behind him.

"How are we going to get to him fast enough?" The red head asked them as they ran to the van they came in. After boarding with the cat as the driver, said driver seemed a little nervous after she asked that.

"You know how! Don't you!" The scavenger shouted after seeing his body language as he boarded the vessel. This made her leader even more nervous, but he knew that this was the only solution to get to the hero in time.

"I do. A highly experimental jet booster. It will either get us there in no time at all, or…" Their second leader said to them, but hesitated to finish.

"Don't keep us in suspense gov, what's after the 'or'?" The bomb expert questioned to him sort of wanting an answer, but at the same time not wanting an answer.

"It could blow up before we get there, and Spider-Man will die alone." He answered back to them after a sigh, but with a voice slightly higher than a whisper. All of them were concerned by that option, but it was the third armored person that spoke out.

"If my love was here he would go for it if it meant defeating a madman." She said to the others with determination. Everyone on the vessel were shocked at her tone luckily their shock didn't last long.

"You heard her tiger. Go for it." The wolf said to the person to his left. Out of fear he hesitated, but he swallowed his fear, lifted an A/C dial, and pressed a red button. Before any of them knew what happened their vehicle went faster, really faster.

'Can't breath. Everything's going dark.' Spider-Man muttered as he had been on the receiving end of the High Evolutionary's attacks as long as the others been getting ready.

"Soon I will be done with you. You annoying little bug." He shouted out with a combination of rage and joy as he continued to pummel the warrior. After several more fast paced kicks and punches the man in question stuck out both hands. "Farewell, Spider-AAAAHHHH!" He said but ended in a shout as a laser blast got him right in the face.

'Who blew the whistle?' Peter thought as he was struggling to stay on his feet. He was able to look over his right shoulder and saw that his friends were there, and battle ready.

"We got you're back, web-slinger. Jameson said to the hero which left the mutated man confused. Should he feel grateful that he was saved or should feel defeated that he had to be saved, but he had to save that thought for later since their mutual enemy was getting back on his feet.


	8. Chapter 8

Marvel Characters are owned by Marvel

Chapter 8:

Ten to one

"If it isn't my former niece, Jameson, the rebels, and my traitorous knights." The High Evolutionary said calmly as he stood up from the attack. The ten heroes of Counter Earth stared at him, wondering what they could do to stop him. Before they tried anything Spider-Man rushed over grabbed him by the ankles, and spun on his own heels.

"I know that you were going to make another lame threat, but how about you sit out of a while." The arachnid shouted while spinning before releasing the villain toward one of the wall. Parker stopped spinning and then webbed the creature into place. "That ought to hold him." The web-slinger said before turning to face the others saying, "Now as for the rest of you…" That was as far as he went since the spider was slapped by a white furred hand.

"Don't you EVER do that again, my love." Lady Vermin shouted at him after placing her hand back into neutral position. The young fighter rubbed his offended cheek for a moment, but as he did the warrior saw watery eyes on his friend.

"I'm sorry, Lady Vermin. It's just I knew that the High Evolutionary was going to be gunning for me, and anyone around me was going to be caught in the crossfire." He said to her while putting her in a hug, and unconsciously petting her pony tail to calm her down. Once he didn't feel any more sorrow based shakes he outstretched his arms while still keeping his gaze on her.

"I know that." She muttered softly while wiping a single tear from her face before adding, "We know that, but you don't have to do this alone." It was then Spider-Man sensed danger, but instead of alerting it to all instead he wrapped his left arm around the rat woman's waist, and leapt forward: barely dodging a fatal mind beam.

"Damn you, Spider-Man. DAMN YOU ALL!" The evil man shouted after bursting from his trap, and his attack once he was free. The group watched as the bearded one went closer to the ground and charged at them at full speed. The team once again got their guns ready to fire, but it was the loner who had a different idea.

"Guys follow my lead." He said to them after standing from his lying pose. "Lady Ursula, John-boy with me. Goblin, distract him." He said to them which caught them all off guard since they were not expecting him to take control.

"Uh…sure thing bug." The winged man said before activating his wings and took to the air. While up there he unleashed five explosive pumpkins right in front of the attacker.

"What is this?!" The madman shouted as he glared at the smokescreen. "Does Spider-Man believe that a poultry stunt such as these." He bellowed and was about to attack until he heard…

"No, but these will." Spider said as he went for the gut with a stern right punch, John clawed the shoulder armor, and Ursula gave him a hard upper cut which sent him soaring to the ceiling. At first it looked like it worked until the dictator stopped himself and sent a barrage of mind punches at them and the green hero.

"Now what, bug-face?" The villian on another world asked as he made his way back down to them. As he dodged the cape wearing man came up with another plan, and he prayed that this one may bear fruit.

"Vermin, Tyger, Git, Rusty, and Karin: when I give the signal unleash as much fireworks as you can at him." The white eyed hero said before about facing and charged at him.

"What ever this plan may be - it won't work. I am the High Evolutionary, and you WILL obey me." The former uncle of Karin shouted and sent even more mind blasts at his foe. Peter dodged all of them, and then leapt from one wall to the one across from it to get up to his attacker, and once there he began to pound him senseless.

"I realized something, High. When my pals got here you've been trying to keep your distance and using you special powers." The masked man said to his enemy while punching.

"Yeah?" He questioned, wanting to know what was the point of his comment.

"What's the matter? Can't take us on in a fair fight?" He questioned while putting sarcasm in both of his questions. As he was wailing on the opponent the slinger also thought of what to do if the crazy he was fighting…

"I decide what's fair! Not some lesser being like you!" The High Evolutionary shouted and sent out before hitting the hero with a mind pulse. The pulse sent him, but the arachnid made up for it by web-lining his ankles and threw him on the ground as hard as he could.

"How's that for fair?" Peter questioned as the other's that were asked did indeed open fire on all of them. Git knelt behind a good sized rock and threw some of his projectiles his way. X-51 and Karin advanced while firing, and the duo went with a leaping around and firing style.

'This may actually work.' Tyger thought as he kept firing, and as they did the others - Goblin, Bromley, Jameson, and Ursula opened fire on the mad man as well. Despite being slammed into concrete and fired at by rebel and creation alike Herbert Edgar Wyndham refused to give into them.

"ENOUGH!" The man shouted at the top of his lungs sending everyone around him all over the small room. Due to some of their natural abilities the animal like creatures were able to survive, but the humanoid ones fell to the ground hard. "I grow weary of your resistance." He issued to the four before adding, "I created you - OBEY ME!" At that moment the four went before him and stood at attention.

"What is your orders, our creator." The four of them said with pure white eyes. The dictator smiled evilly since his creations were once again under his control. Despite his damaged armor the man stood up and then pointed down which they answered by kneeling before him.

"Good my soldiers." He said to them calmly and added, "Your creator's first order is to destroy Spider-Man." He pointed to their target, and as soon as he did they turned and charged at him.

"This is so not my day." Peter said as soon as he saw that his mind-washed friends were coming right at him. In a second the hero dodged a sword swing from the feline, claw strikes from the wolf and the blonde bear, but could not dodge the kick to his back by the mesmerized mouse.

"The High Evolutionary's word is law." The four said as one before starting another volley of attacks. As they did that Karin and the others were starting to come too and the first thing that they saw was their web-slinging friend in danger.

"Looks like our boastful bloke is in a spot of trouble." The bomb expert said as he picked up his tossed weapon.

"I can see that." The man in question shouted back before trying to web the canine's eyes, but he grabbed and pulled it. With that he was punched by the beautiful bear and tenacious tiger.

"Got to help him." Karin said before thinking, 'I might be able to turn the tide back in our favor.' The young red head recalled a piece of information that would prove useful right now.

"What is your plan, Karin?" The robotic rebel questioned since he often listened to either her, Spider-Man, and John Jameson. The young girl thought for a moment, and then knew what to do at this moment.

"I need you guys to stall the High Evolutionary so I can get close." She said to them since she knew that despite the show their enemy's guard would still be high.

"Another suicide run. Wonderful." The winged warrior said in a pure sarcastic tone, but did it just the same. The others followed his lead, and the female stayed in the back - watching.

"I hope this works." She muttered as she watched as the others started their distraction tactics.

"Hey, hey: Mr. Fancy-suit, up here." The Goblin shouted as he threw some of his tricks at his target, but the man stood there. He stayed put since Lady Ursula quickly turned on her heel and shot them out of the sky.

"Very good, my knight." He said to her calmly.

"Thank you, my lord. Shall I kill him." She questioned while pointing her gun up at the flyer.

"No, he is of no importance. Focus on destroying Spider-Man." He said to her and went back on attacking him. X-51 took aim and was about to fire until a sword from Lord Tyger nearly took off his arm, but Git wrapped up his friend and flung him away.

Permission to erase those two, my king?" The tiger said while kneeling to his ruler. He waved those two off as well, and the cat creature nodded, and pressed the attack with Spider-Man.

'This isn't looking good. The other's have tried their best, but he isn't even dazed.' Karin thought with failure in her mental voice. 'And Spider-Man can't stall them forever since I know that he knows that they aren't doing this by themselves.' She thought after hearing his scream of pain.

'I guess I really will have to take these guys out.' Peter though and was about to punch down his fellow Earthling until Lady Vermin pounced on him just like at the rebel's first base. "Are you back?" He whispered to her, and for a moment saw her eyes return, but the moment was cut short after feeling her teeth bite through his nano-bots and right into his flesh. 'That answers that.' He thought as he saw the others just watching the feeding frenzy.

'I hope this new plan works.' The redhead thought before calling the older man out, "Uncle, you have been right all along. Beastials should rule, and these pitiful humans should fall by the wayside." She made sure that her voice had an angered evil tone to it.

"What are you saying, darling?" Bromley questioned with his blaster pointed at the man in charge.

"I too am curious as to what you are scheming." The older man admitted that for once he agreed to the rebel.

"Why? I want to be on the superior team - your team. Since your, or should I say our, Beastials are tearing Spider-Man, the rebel's champion, apart then what hope would average humans have." She said to him while inching closer to her uncle.

"It is good to hear that you have finally come around, my dear niece." The evil man said as he smiled at her. "To show you how happy I am you can tell my knights to give Spider-Man the finishing blow." He said with genuine happiness while pointing over to his most hated foe.

'She's not seriously going to…' The web-spinner thought despite the rat woman gnawing at the same spot as he saw what was going on before him.

"Oh, Uncle, thank you." She said with a hug. As soon as that hug touched him her alternate plan went into motion. The more muscular monster felt something, something bad happening to me.

"What are you doing to me?!" He shouted out of anger while trying to break free of her hold on him, but for some reason could not do so. After a few more moments of holding him she released him, and then fired a powerful white beam from her fists - sending him into a wall.

"When I was discovering what you passed onto me I saw an unusual power - drainer. Drainer - meant that I drained the power of a foe, and if the person was not related to me by blood his or her power would be lost for all eternity." The rebellious red woman said while pushing a strand of hair out of her eyes.

'What's going on? The last thing I remember was blasting the High Evolutionary with everything I had, but now." The canine commando, the swordscat, and the bench pressing bear thought as one before shaking their heads, but the fourth had a different thought running through her head.

'What is this I'm tasting? Blood? That's impossible, I…' She stopped right there to see that the person she was biting was her possible lover - Spider-Man. "OH! OH, NO, Spider-Man; can you hear me?" She questioned out of fear.

"Relax, Vermin, I'll still be with you a little longer." He said while using his good hand to slowly stroke her face. After the third stroke she held his hand in hers with a peaceful expression on her face.

"Hey, you two lovebirds, now's not the time to play kissy-face." Goblin said as he glided back down to the ground. With that statement made the two stood up, and seemed a little sheepish over what had just happened between them.

"Nice double cross, Karin." John said after he and the others gathered around one another. She smiled at his compliment, but as everyone was praising her and believing that the fight was done the dictator stood up and shouted at them:

"YOU THINK YOU CAN DEFEAT ME BY TAKING AWAY MY POWER!" The group went back to looking at him.

"Your troops have abandoned you, and your powers are drained. Face the facts - you've lost." The arachnid avenger shouted at the man before him since he did not want this battle to continue since the armor wasn't going to protect him from another attack.

"Fools. I am prepared for all contingences - watch!" He shouted at them before revealing a small remote with a single button. Once he pressed it a huge crack appeared below his feet causing a huge gusher of black and red to consume him.

"Sonics on!" Spider-Man said to create a sound barrier around them since he knew what that stuff was. To his surprise X-51 stood beside him, stuck both of his arms out, and created six small pulses from his finger tips; bettering their defense. After a few moments the spill stilled, and there was just one big mess of ugly before them.

"The High Evolutionary is gone. Call me the CREATOR!" The black and white fiend shouted out to them. The team did not know what to think of this transformation, but they knew that this fight just got a whole lot tougher.


	9. Chapter 9

Marvel characters are owned by Marvel

Chapter 9:

Monster vs. monster

The group of heroes were now looking at one of the ugliest creatures they have ever seen. The creature was the High Evolutionary, or as he calls himself now - the Creator: a being of that dictator along with the Carnage and Venom symbiote. "Sorry to disappoint you High, but that name already belongs to Yu-Gi-Oh." Spider-Man shouted before dodging a claw strike from the being before him.

"Can your comedy web-slinger we need to figure out how to beat this guy." The wolf of the team howled at the loner as he tried to dodge a tendril from the creature. The others were also doing their best to evade the attacks since that was as much as they could do.

"What is the plan for this wolf, or Lord Tyger." Lady Ursula questioned since to her they were the best ones to ask since this was probably up their alley.

"I'm not sure, old friend." He said before opening fire on the beast's right eye. No sooner then it hit then the Creator roared in pain. They all saw this and it was then they remembered what Spider-Man said - that fire was also their enemy. "Open fire!" He shouted to all, and that is what they all did.

'Do they honestly believe that this will stop me.' The madman thought before charging at the attackers determined to destroy them. As soon as he did so several projectiles hit him on the chest, and set off minor sonic vibrations.

'What do you know they work.' Peter thought and was surprised that his latest self invention did what he wanted to do. The web-spinner rigged his gear to set off a small sonic pulse when landed on any surface.

"Damn you bug." The deranged uncle shouted and was somehow able to perform a mind pulse sending the hero flying into a wall, and the others left speechless over how that could be.

"How did…I thought I got rid of that power." Karin said in awe over seeing that it seemed to be stronger than when he used it as a human, and the others saw that too. The arachnid pryed himself off the wall and stared at the beast before him.

'John-boy said that they had little fire power, and I'd bet my left web shooter that they are truly scratching at the bottom of the barrel right now. 'They can't hold out much longer.' He thought in realization knowing that the only thing they have after that are physical attacks, and those won't do.

"I will give you one chance give in and I won't kill you." High said to them, but it was evident to the hero he was straining to stay in control of his new body.

'So, that's why he's giving us this option - he's already loosing control.' Parker thought as he had a feeling that no man, no matter how powerful, could control BOTH symbiotes.

"IN A PIG'S EYE!" The bomb expert shouted and started to fire on the creature's face. The attack this time did nothing, but that did not worry the human in the slightest. "You started all of this when you were improsining us humans with your robots." Bromley shouted out before adding, "Sorry about saying that, mate." The second comment was for X-51 who was trying to harm his maker with his laser fingers.

"It is quite alright, Bromley." The sentient tincan said back to the bomb expert while trying to harm their target, but nothing was working. Peter, who was still on the wall saw his friend's plight.

'Even if this blowhard has gotten temporary control over his new form the bottom line is these guys don't stand a chance.' Parker thought before leaping to the ground and began walking over to the fight. "ENOUGH!" He shouted loud enough so that everyone would stop fighting.

"What was that shout for?" The Goblin of Counter Earth questioned as he stayed in the air. The New Yorker heard his friends question, but remained silent until he came face to face with the Creator. None of his allies knew what he had planned since no one could predict what this hero's plans were.

"Look, this has nothing to do with them. I'm the one that put a wrinkle in your perfect world, so how about you let them go on their way, and you and I can fight - one on one." Spider-Man proposed to the creature before him; knowing that this beast couldn't pass up a chance like that.

"What are you doing, my love. We came here to help you." Lady Vermin questioned to her beloved as fear and worry began to sink back into her heart. The one in question looked at her, and saw tear filled eyes in the white furred ones eyes.

"I apperciate it, but now he's too powerful for the rest of you to handle." He whispered back to her. The mouse woman was about to retaliate with something else, but was intrupped by her former master.

"Very…well, Spider-Man. I will…allow them to leave, so…you and I can fight to the death." The High Evolutionary said back with a straining tone. The owner of that skin could tell that the madman was slipping this time only this time the man was having a longer time to regain control.

"Cool. Now, get going." The arachnid said to his backup who all seemed stunned for the exception of the fellow earthling. None of them wanted to leave; they wanted to stay and fight, but that movement changed thanks to the albino one.

"You heard the web-head, let's go. Let's go." Jameson shouted out as he pulled the rodent with him since he knew that she would be the most stubborn not to go. The hero and villain stared each other down: just waiting for the others, so that they could have their fight until…

'Now.' The beast thought and fired three tendril spears to the loose ceiling. The intergalactic hero saw this but his body was frozen as he saw where the chunks were falling. Vermin heard the rocks over heard and pushed her carrier out of the way, so the debris would only hit her.

"WE HAD A DEAL!" Spider shouted at his opponent in anger over what had happened. The man simply smiled in an evil way as he glared down at the biggest threat of Counter Earth.

"I said that your friends could leave. I never said that they could leave my castle alive." The 'man' said back to the warrior before taking aim - ready to pierce the ones that were trying to dig out the trapped rat.

'Not this time, monster.' The web-spinner thought as he began to pound the man formerly known as Herbert Edger Wyndham with sonic enfused punches and kicks causing double damage. When the beast had fallen on his back the hero slammed him with a barrage of his projectile weapons.

"This will not keep me down for good." The Venom/Carnage creature shouted in pure rage. Peter ignored him and helped dig out the ex-knight Lady Vermin. After some digging by all they were able to get to the bottom and saw that she was bruised a bit, but other than that - not the worse for ware.

"Get going you guys, and what ever you do - don't come back for me." He said to the others in a dead serious tone. They all could tell by that that their friend was not intending to come back - he was going to finish it here and now.

"As you wish, Spider-Man." The feline said to his new found friend after picking up his fellow warrior. The others ran off while giving the arachnid a passing glance as he turned to face the biggest threat to this planet.

"So what if their gone. As soon as I take care of you - they will be next." The creature said to the warrior before him.

"I won't let that happen. The symbiotes reign will end today." Parker said to the beast and charged right at him. His fuzor enemy tried to attack, but the arachnid dodged with what seemed even more ease then normal. In that moment of shock Spider landed a knee to the chin which seemed stronger.

'How is he so powerful?' The High Symbiote questioned as he could tell that something was wrong with this picture.

'I may not have the suit, but I have something just as bad.' Peter thought since he knew that there was a monster forever attached to him - the Man-Spider…or at least his beastial urges.

"I do not know how you obtained this kind of might, and I do not care. All that matters is killing you and showing everyone the pelety of betraying the creator of all." Herbert shouted out as he tried to use his spears, but all were smashed with the opponents own fists.

"As I said before - that aint happening." The New Yorker said as he used his reflexes and agility to get in close and perform another barrage attacks, but this time they seemed to be breaking some bones.

'We can't let this body die just yet.' The symbiotes thought since they needed a host in order to live and began to repair him. Physically the beast erected a barrier of sorts around him to recover, and it was then a memory clicked in the scapegoat's mind.

'Of course. The Carnage symbiote once protected Doc Ock aat the expense of it's safety, so maybe…' Parker thought with the ooze shield still active. The loner knew that this was a long shot, but it was his best bet to end this fight between them.

"I can feel it! Despite your best efforts the symbiotes are healing me faster than you can hurt me." The enemy said after his rest was done. "If you ad mit defeat now - I promise that your death will be swift and effortless." The creature said: believing that he was still in charge.

"Yeah, that I'll happen…" Parker said and stalled only to coninue with, "When you get a clue that you are only a puppet and those slim balls are in charge." This upset the dictator forcing him to use mind pulses, but the humanoid weathered the blasts and continued to charge right at him.

"Impossible! You can't be that powerful! No one is more powerful than the CREATOR!" The being of bigotry shouted in anger as the human continued to power on through. Eventually the spider in question made it to the madman's back.

"You'd be surprised what a little willpower can do." Spider-Man said back to the three in one villian before plowing his right fist into one shoulder to make sure it would take a while to recover, and did the same thing with the other shoulder. 'That takes care of the fun part now it's time for the dumb part.' He thought to himself before activating the second part of his on the spot plan.

"What are you doing! You can not harm perfection!" The beast below him shouted.

'Forget about fighting for domince. High Evoulutionary's gone nuts.' Peter thought and knew that he had to end this before anything else could happen. "Divirt everything to sonics, and crank them to maximum." He shouted to the computer of the suit he was wearing. A message on the eyes appeared:

'Warning - once action is done suit will return for extensive repairs.'

"Override." The human said and the computer acknowledged it. When the approval was passed Spider-Man firmly put his hands on his enemy's head. With that sonic waves of immense volume began to pound throughout his skull.

"We must separate. We can regroup after the heat dies down." The slimes said to one another and defused from the human. Their action did not go unnoticed as their creator saw them leave.

"You're not leaving the party this early." The sarcastic one said before releasing the dictator's head, and grabbed the symbiotes - one for each hand. "Sonics as high as they can go." He ordered the circuts that made his costume; they did as he told, and despite several nano-bots shorting out he kept up the sonics. The arachnid kept it up until both dissolved into nothing.

"What was that noise?" The group thought after getting to their vehicle, which was in a wall. Thanks to his ears the Colonel knew who it was and rushed over to see if he could help. On the battlefield the caped man fell to his knees panting heavily; grateful that it was all over.

'It's over. War over.' Peter thought as he sat on his heels. The New York scapegoat was so out of it that he did not realize that his costume has recalled itself back to the watch to work on mainenance.

"Spider-Man, I'm here to…Peter Parker?" The wolf themed astronaut shouted out as he arrived on the battlefield before seeing that the phtographer of his father's business was the only one in the room which concerned the wolf grately.


End file.
